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

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that the laws other Note Documents any claims, controversy, dispute or cause of the State of Pennsylvania action (iwhether in contract or tort or otherwise) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Boardbased upon, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of other Note Document (except, as to any other Note Document, as expressly set forth therein) and the transactions contemplated hereby and each party thereby shall be construed in accordance with and be governed by the law of the State of New York. (b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Note Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveDistrict Court or such New York state court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeappellate court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or any other Note Document shall affect any right that the Collateral Agent or any Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Note Document against the Issuer or its properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by applicable law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought court. (d) Each party to this Agreement irrevocably consents to the service of process 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 manner provided for notices in such courtsSection 10.2. Nothing in this Agreement shall effect or in any other Note Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws Venue; Waiver of the State of Pennsylvania Jury Trial. (i) are mandatorily applicable THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought in the Merger or (ii) govern the fiduciary duties courts of the Company Board, this Agreement shall be governed by and construed in accordance with the laws state of New York or of the State United States for the Southern District of Delaware. The parties hereto New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably submit to accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any federal or state court located within the State aforesaid courts. Each Guarantor further irrevocably consents to the service of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Guarantor located outside New York City and determined by hand delivery to the Company located within New York City, at its address for notices pursuant to Section 13(b) above, such service to become effective 7 days after such mailing. Nothing herein shall affect the right of the Trustee or any Purchaser to serve process in such courts. The parties any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Guarantor in any other jurisdiction. (ii) Each Guarantor hereby irrevocably waive, to the fullest extent permitted by applicable Law, waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment courts referred to in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties clause (i) above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (iii) Each Guarantor by its acceptance hereof, hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement Guaranty or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which the Guarantor is a party shall be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America for the Southern District of New York, and each party of the Lenders, the Administrative Agent and the Guarantor hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Guarantor hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for Lender from obtaining jurisdiction over the maintenance of such dispute. Guarantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Guarantor irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or the Guarantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. (d) The Guarantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania Colorado. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of Colorado or of the United States of America for the District of Colorado, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for the maintenance of Lender from obtaining jurisdiction over such dispute. Grantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party may be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America for the Southern District of New York, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court respective jurisdictions. This submission to jurisdiction 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 non-exclusive and does not be enforced in such courts. Nothing in this Agreement shall effect the right of preclude any party to this Agreement from obtaining jurisdiction over any other party in any court otherwise having jurisdiction. (c) Each of the Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the Credit Agreement, as applicable, such service to become effective thirty (30) days after such mailing. Nothing herein shall affect the right of the Administrative Agent or any Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 9.12.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania Texas. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of Texas or of the United States of America for the Southern District of Texas, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for the maintenance of Lender from obtaining jurisdiction over such dispute. Grantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Term Loan Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 9.12.

Governing Law; Submission to Jurisdiction. Except to Venue; Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the extent that other Credit Documents and the laws rights ---------- rights and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the State of Pennsylvania (i) are mandatorily applicable to the Merger New York. Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Credit Document may be brought in the courts of the transactions contemplated hereby State of New York sitting in the Borough of Manhattan or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each party Credit Party hereby irrevocably agrees that all claims accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such dispute or any suit, action or proceeding related thereto may be heard by the mailing of copies thereof by registered or certified mail, postage prepaid, to each Credit Party located outside New York City and determined in by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 11.03, such courtsservice to become effective 30 days after such mailing. The parties Each Credit Party hereby irrevocably waivedesignates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Administrative Agent, any Lender to the fullest extent serve process in any other manner permitted by applicable Law, law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction. (b) Each Credit Party hereby irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any defense of such court has been brought in an inconvenient forum for the maintenance of such dispute. forum. (c) Each of the parties hereto agrees that to this Agreement hereby irrevocably waives all right to a judgment trial by jury in any such dispute may be enforced in other jurisdictions by suit on the judgment action, proceeding or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 Agreement, the other Credit Documents or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it hereby 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawthereby.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania Texas. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of Texas or of the United States of America for the Southern District of Texas, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for the maintenance of Lender from obtaining jurisdiction over such dispute. Grantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 9.12.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Note Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America for the Southern District of New York, and each party of the Collateral Trustee and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Collateral Trustee and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Collateral Trustee from obtaining jurisdiction over such Grantor in any court otherwise having jurisdiction. (c) Each of the Collateral Trustee and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperby the mailing of copies thereof by registered or certified mail, postage prepaid, to such Person at the address specified on Schedule 1 of this Agreement or in the Indenture, as applicable, such service to become effective thirty (iii30) this Agreement, or the subject matter hereof, may not be enforced in days after such courtsmailing. Nothing in this Agreement herein shall effect affect the right of the Collateral Trustee or any party to this Agreement holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Note Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Note Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to All questions concerning the extent that the laws construction, validity, enforcement and interpretation of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of DelawareNew York. The parties hereto hereby irrevocably submit to Each party agrees that all legal Proceedings concerning the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any interpretations, enforcement and defense of the transactions contemplated hereby by this Agreement and each any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably agrees that all claims 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 such dispute or any suitof the Transaction Documents), action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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, assert in any action Action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyProceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of any such court court, that such Action or from any legal process commenced in Proceeding is improper or is an inconvenient venue for such courts (whether through Proceeding. Each party hereby irrevocably waives personal service of notice, attachment prior process and consents to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding process being served in any such court is brought Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in an inconvenient forum, (ii) the venue effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courtsprocess and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall effect the any way any right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw. 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 hereof, 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. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America for the Southern District of New York, and each party of the Lenders, the Administrative Agent and each Grantor hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for the maintenance of Lender from obtaining jurisdiction over such dispute. Grantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except 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 may be brought in the extent that the laws courts of the State of Pennsylvania (i) are mandatorily applicable to the Merger New York in New York County, or (ii) govern the fiduciary duties of the Company BoardUnited States for the Southern District of New York, and, by execution and delivery of this Agreement shall be governed by and construed in accordance with the laws Agreement, each of the State of Delaware. The parties hereto Guarantors hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby accepts for itself and each party hereby irrevocably agrees that all claims in respect of such dispute or any suitits property, action or proceeding related thereto may be heard generally and determined in unconditional, the nonexclusive jurisdiction of such courts. The parties hereby Each of the Guarantors irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute proceeding brought in such court or and any defense of inconvenient forum for the maintenance of claim that any such dispute. Each of the parties hereto agrees that a judgment proceeding brought in any such dispute court has been brought in an inconvenient forum. Each Guarantor hereby irrevocably appoints C.T. Corporation System its authorized agent to accept and acknowledge service of any and all process which may be enforced in other jurisdictions by suit on the judgment or served in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding of the nature referred to in this Section 5.06 and consents to process being served in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperupon C.T. Corporation System in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Guarantor’s address referred to in Section 5.01. Each Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (iiiii) this Agreementshall, or to the subject matter hereoffullest extent permitted by law, may not be enforced in such courtstaken and held to be valid personal service upon and personal delivery to it. Nothing in this Agreement Section 5.06 shall effect affect the right of any party to this Agreement Secured Party to serve process in any other manner permitted by applicable Lawlaw or limit the right of any Secured Party to bring proceedings against any Guarantor in the courts of any jurisdiction or jurisdictions.

Governing Law; Submission to Jurisdiction. Except This Agreement, and all matters arising out of or relating to this Agreement and any of the extent that transactions contemplated hereby, including, without limitation, 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 Pennsylvania (i) are mandatorily California applicable to contracts made and to be performed entirely in such state (without giving effect to the Merger or (iiconflicts of laws provisions thereof) govern the fiduciary duties of except as to matters pertaining to the Company Boardas a Delaware corporation, and to the Company Stockholders as stockholders of a Delaware corporation, which are governed by the DGCL, and as to such matters, this Agreement shall be governed by and construed in accordance with the laws of the State of DelawareDGCL. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the of competent civil jurisdiction sitting in State of Delaware California over any dispute Action arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto Action may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute Action brought in such court or any defense of claim that such Action brought in such court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a judgment in any such dispute Action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawany applicable Legal Requirement. Each of the parties further agrees that notice as provided herein shall constitute sufficient service hereto hereby irrevocably consents to process being served by any party to this Agreement in any Action by delivery of process a copy thereof in accordance with the provisions of Section 17.1 and each consents to the exercise of jurisdiction of the parties hereby waive any argument that such service is insufficient. Each courts of the parties hereby irrevocably State of California over it and unconditionally waivesits properties with respect to any action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to in connection with this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to hereby or the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction enforcement of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) rights under this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania Colorado. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which the Guarantor is a party shall be brought in the courts of the transactions contemplated hereby State of Colorado or of the United States of America for the District of Colorado, and each party of the Lenders, the Administrative Agent and the Guarantor hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Guarantor hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for Lender from obtaining jurisdiction over the maintenance of such dispute. Guarantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Guarantor irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or the Guarantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. (d) The Guarantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to the extent that SELECTION OF FORUM; WAIVER OF TRIAL BY JURY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Pennsylvania (i) are mandatorily New York applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall agreements made and to be governed by performed entirely within such State. All actions and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute proceedings arising out of or relating to this Agreement or Agreement, including the resolution of any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or disputes hereunder (but excluding any suit, action or proceeding related thereto may for recognition or enforcement of any judgment in connection with such actions, proceeding or disputes) shall be heard subject to the exclusive jurisdiction of the state and determined federal courts located in such courts. The parties Chicago, Illinois, and the Parties to this Agreement hereby irrevocably waive, submit to the fullest extent permitted by applicable Law, exclusive jurisdiction of such courts in any objection that they may now such action or hereafter have proceeding and irrevocably waive the defense of an inconvenient forum to the laying of venue maintenance of any such dispute brought action or proceeding. Notwithstanding the foregoing, a Party may join another Party to a pending action in such court or any defense of inconvenient forum for the maintenance of such disputeanother jurisdiction initiated by a third party. Each of the parties hereto Party acknowledges and agrees that a judgment in any such dispute controversy which may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process arise under this agreement is likely to involve complicated and difficult issues and, therefore, each of the parties hereby waive any argument that such service is insufficient. Each of the parties Party hereby irrevocably and unconditionally waives, and agrees not waives any right such Party may have to assert, a trial by way jury in respect of motion any litigation directly or as a defense, counterclaim or otherwise, in any action or proceeding indirectly arising out of or relating to this Agreement agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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); by this agreement. Each Party certifies and (c) acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the suitevent of litigation, action or proceeding in any such court is brought in an inconvenient forumseek to enforce the foregoing waiver, (ii) each such Party understands and has considered the venue implications of such suitthis waiver, action or proceeding is improper, or (iii) each such Party makes this Agreementwaiver voluntarily, or and (iv) each such Party has been induced to enter into this agreement by, among other things, the subject matter hereof, may not be enforced in such courts. Nothing mutual waivers and certifications in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawSection 21.

Governing Law; Submission to Jurisdiction. Except to This Deposit Agreement and the extent that Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of Pennsylvania (i) are mandatorily applicable New York without reference to the Merger or (ii) govern the fiduciary duties principles of the Company Board, this Agreement shall be governed by and construed in accordance with the laws choice of the State of Delawarelaw thereof. The parties hereto hereby Issuer, the Depositary and each Owner and Beneficial Owner agree that the federal or state courts in the City of New York shall have jurisdiction to 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 submit submits to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or such courts. Furthermore, each Owner and Beneficial Owner agrees that such New York courts shall have exclusive jurisdiction on all matters brought by any of the transactions contemplated hereby them against any other party hereto and each party hereby irrevocably agrees that all claims in respect of such dispute or any no suit, action or proceeding related thereto may be heard and determined commenced by any of them in such courtsany other jurisdiction. The parties hereby Issuer irrevocably waiveand unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any objection that they it may now or hereafter have to the laying of venue of any such dispute actions, suits or proceedings brought in such any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment claim in any such dispute may be enforced in other jurisdictions by court that any such action, suit on the judgment or proceeding brought in any other manner provided by Lawsuch court has been brought in an inconvenient forum. Each of The Issuer and the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby Depositary irrevocably and unconditionally waives, to the fullest extent permitted by law, and agrees not to assertplead or claim, by way any right of motion immunity from legal action, suit or as a defenseproceeding, counterclaim from setoff or otherwisecounterclaim, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of any such court or court, from any legal process commenced in such courts (whether through service of noticeprocess, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any such court is brought jurisdiction, in an inconvenient forum, (ii) the venue of such suit, action or proceeding is impropereach case with respect to any matter arising out of, or (iii) this in connection with, the Deposit Agreement, any Receipt or the subject matter hereofDeposited Securities. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, may not be enforced in such courtsFOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE ISSUER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE RECEIPTS, 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). Nothing Notwithstanding anything contained in this Agreement shall effect Deposit Agreement, any Receipt or any present or future provisions of the right laws of the State of New York, the rights of holders of Shares and of any party to this Agreement to serve process other Deposited Securities and the obligations and duties of the Issuer in any respect of the holders of Shares and other manner permitted Deposited Securities, as such, shall be governed by applicable Lawthe laws of Greece.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement This letter agreement shall be governed by by, interpreted, construed and construed enforced in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction Any and all claims, controversies and causes of any federal or state court located within the State of Delaware over any dispute action arising out of or relating to this Agreement letter 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 conflict-of-laws or other rules that would result in the application of the laws or statutes of limitations of a different jurisdiction. Each of the parties hereto (i) irrevocably consents to 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 general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court 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 the event that any dispute or controversy arises out of this letter agreement or the transactions contemplated hereby; (iii) agrees that it 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 and each party hereby irrevocably agrees that all claims in respect of such dispute or any suitwill be brought, action or proceeding related thereto may be heard tried and determined only in such courts. The parties hereby the Chosen Courts; (v) irrevocably waive, to the fullest extent permitted by applicable Law, and unconditionally waives any objection that they it may now or hereafter have to the laying of venue of any such dispute Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in such an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any defense of inconvenient forum for Legal Proceeding relating to this letter agreement or the maintenance of such disputetransactions contemplated hereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment in any such dispute Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each The parties hereto agree that any violation of the parties further agrees that notice as provided herein this Section 6 shall constitute sufficient service a material breach of process this letter agreement and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawconstitute irreparable harm.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement, the extent that Notes and the other Credit Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of Pennsylvania New York (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties including Section 5-1401 and Section 5-1402 of the Company Board, this Agreement shall be governed by and construed in accordance with the laws General Obligations Law of the State of Delaware. New York), without reference to any other conflicts or choice of law principles thereof. (b) The parties hereto hereby Borrower irrevocably submit to the non-exclusive jurisdiction and unconditionally agrees that it will not commence any action, litigation or proceeding of any federal kind or state court located within the State description, whether in law or equity, whether in contract or in tort or otherwise, against any Lender Party or any Related Party of Delaware over a Lender Party in any dispute arising out of or way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated hereby 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 party hereby of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such dispute or any suitaction, action litigation or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State court or, to the fullest extent permitted by applicable LawLegal Requirement, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputefederal court. Each of the parties hereto agrees that a final judgment in any such dispute action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties further agrees Nothing in this Agreement or in any other Credit Document shall affect any right that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not Lender Party may otherwise have to assert, by way of motion or as a defense, counterclaim or otherwise, in bring any action or proceeding arising out of or relating to this Agreement or any other Credit Document against the transactions contemplated herebyBorrower or any other Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably waives any objection, (a) including any claim that it is not personally subject objection to the jurisdiction laying of venue or based on the courts in grounds of forum non conveniens, which it may now or hereafter have to the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction bringing of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in such jurisdiction in respect of this Agreement or any other Credit Document or other document related thereto. (c) The Borrower irrevocably consents to the service of any and all process in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) by the mailing of copies of such process to it at the address specified for it in this Agreement, or the subject matter hereof, may not be enforced in such courts. . (d) Nothing in this Agreement Section 9.13 shall effect affect the right of the Administrative Agent, any party to this Agreement Issuing Lender, each Swingline Lender or any other Lender to serve legal process in any other manner permitted by applicable Lawlaw or affect the right of the Administrative Agent, each Issuing Lender, each Swingline Lender or any other Lender to bring any action or proceeding against the Borrower in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement, including the extent that validity hereof and the laws rights and obligations of the State of Pennsylvania (i) are mandatorily applicable to parties hereunder, all amendments and supplements hereto and the Merger transactions contemplated hereby, and all actions or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute proceedings arising out of or relating to this Agreement of any nature whatsoever (including any claim, controversy or dispute of any kind or nature, whether based upon contract, tort or otherwise, involving a Financing Source that is in any way related to this Agreement or any of the transactions contemplated hereby hereby, including the Debt Commitment Letter and the Debt Financing), shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. (b) Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any state or federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”) and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The the parties hereby irrevocably waive, submits to the fullest extent permitted by applicable Law, exclusive jurisdiction of the Chosen Courts for the purpose of any such litigation. Each party irrevocably and unconditionally agrees not to assert (a) any objection that they which it may now or hereafter ever have to the laying of venue of any such dispute litigation in any Chosen Court, (b) any claim that any such litigation brought in such court or any defense of Chosen Court has been brought in an inconvenient forum for and (c) any claim that any Chosen Court does not have jurisdiction with respect to such litigation. Notwithstanding the maintenance of such dispute. Each foregoing, each of the parties hereto agrees that a judgment it will not, and it will cause its Affiliates not to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in any such dispute may be enforced in other jurisdictions by suit on the judgment law or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesequity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any action or proceeding arising out of or way relating to this Agreement the Financing Sources, the Debt Commitment Letter, the Debt Financing or the transactions contemplated herebyperformance thereof, (a) in any claim that it is not personally subject to forum other than any state or Federal court sitting in the jurisdiction Borough of the courts in Manhattan within the State of Delaware as described herein for any reason; (b) New York. To the extent 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 (c) that (i) the suit, action or proceeding in any such court process by mail 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 such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any , regardless of the transactions contemplated hereby laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and each party hereby irrevocably Xxxxxxxxxxx agrees that all claims a final judgment in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each of the parties further hereto (a) consents to submit himself, herself or itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (the “Chosen Courts”), with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the actions contemplated hereby, (b) agrees that notice as provided herein shall constitute sufficient service of process he, she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, and each of the parties hereby waive (c) agrees that he, she or it will not bring any argument that action arising out of, relating to or in connection with this Agreement or any actions contemplated by this Agreement in any court other than any such service is insufficientChosen Court. Each of the parties hereby hereto irrevocably and unconditionally waiveswaives any objection to the laying of venue of any claim, and agrees not to assertaction, by way of motion suit, litigation, arbitration, proceeding or as a defensegovernmental or administrative investigation, counterclaim audit, inquiry or otherwise, in any action or proceeding (“Legal Proceeding”) arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts hereby in the State of Delaware as described herein for any reason; (b) that it Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead 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 (c) that (i) the suit, action or proceeding claim in any such court is Chosen Court that 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 process, (ii) summons, notice or document by U.S. registered mail to the venue respective addresses in accordance with Section 5.04 shall be effective service of such suitprocess for any proceeding arising out of, action relating to or proceeding is improper, or (iii) in connection with this Agreement, Agreement or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. Except to This Agreement shall be construed in accordance with, and governed by, the extent that the internal laws of the State of Pennsylvania New York as permitted by Section 5-401 of the New York General Obligations Law (ior any similar successor provision) are mandatorily applicable without giving effect to any choice of law rule that would cause the Merger or (ii) govern application of the fiduciary duties Laws of any jurisdiction other than the State of New York. The Company and each existing Subsidiary of the Company Board, hereby irrevocably and unconditionally: (a) submit itself and its Subsidiaries and their respective Assets in any legal action or proceeding relating to this Agreement shall be governed by and construed the Ancillary Agreements to which it is a party, or for recognition and enforcement of any judgment in accordance with respect thereof, to the laws general jurisdiction of the Courts of the State of Delaware. The parties hereto hereby irrevocably submit to New York, the non-exclusive jurisdiction courts of the United States of America for the Southern District of New York, and appellate courts of any federal or state court located within the State of Delaware over thereof; (b) consents that any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined brought in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, courts and waives any objection that they 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 for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue agrees that service of process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in or determined pursuant to Section 8.3 or at such other address of which the Purchasers shall have been notified pursuant thereto; and (d) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.4 any punitive or exemplary damages and any damages which are not proximately caused by or the reasonably foreseeable result of the breach which is improperthe subject of such action or proceeding. The Company hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the Ancillary Agreements; (b) the Purchasers do not have any fiduciary relationship with or (iii) duty to the Company arising out of or in connection with this Agreement, or the subject matter hereofAncillary Agreements; and (c) no joint venture or partnership exists between the Purchasers, may not be enforced in such courtson the one hand, and the Company, on the other hand, and the relationship of the Company and the Purchasers is that of, inter alia, debtor and creditor. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawTHE COMPANY, EACH SUBSIDIARY OF THE COMPANY AND THE PURCHASERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND FOR ANY COUNTERCLAIM THEREIN. THIS AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

Governing Law; Submission to Jurisdiction. Except (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK). (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the extent that exclusive jurisdiction of the laws United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of Pennsylvania (i) are mandatorily applicable to New York sitting in the Merger Borough of Manhattan), and any appellate court from any thereof, in any action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the transactions contemplated hereby and each party parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such courts. The parties hereby irrevocably waive, Federal (to the fullest extent permitted by applicable Law, any objection that they may now law) or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeNew York State court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Fronting Bank or any Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or the General Partner or its properties in the courts of any jurisdiction. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assertthe laying of venue of any suit, 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 other Loan Document in any court referred to in this paragraph. Each of the transactions contemplated herebyparties hereto hereby irrevocably waives, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawcourt.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger This Agreement and all disputes or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute controversies arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be governed by, and each party hereby irrevocably agrees that all claims construed in respect accordance with, the internal laws of such dispute or any suitthe State of Delaware, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, without regard to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue laws of any such dispute brought in such court or any defense other jurisdiction that might be applied because of inconvenient forum for the maintenance conflicts of such disputelaws principles of the State of Delaware. Each of the parties hereto irrevocably agrees that a judgment 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 determined in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the 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 dispute may be enforced 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 jurisdictions by suit on the judgment or than actions in any other manner provided court of competent jurisdiction to enforce any judgment, decree or award rendered by Lawany such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; , (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except This Agreement, and all matters arising out of or relating to this Agreement, the extent that Ancillary Agreements and any of the transactions contemplated hereby, thereby or in connection with or related 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 Pennsylvania (i) are mandatorily Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the Merger or (ii) govern the fiduciary duties conflicts of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delawarelaw provisions thereof). The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware, and any federal or state appellate court located therefrom within the state of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the state of Delaware), over any dispute action arising out of or relating to in connection with this Agreement Agreement, the Ancillary Agreements, or any of the transactions contemplated hereby or related to any matter which is the subject of this Agreement or the Ancillary Agreements and each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawany 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 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 further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not consents to assert, process being served by way of motion or as a defense, counterclaim or otherwise, any party to 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to hereby or the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction enforcement of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) rights under this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (ia) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware. The parties hereto hereby irrevocably submit . (b) Any legal action or proceeding with respect to this Agreement shall be brought in the non-exclusive jurisdiction courts of any federal or state court located within the State of Delaware over any dispute arising out or of or relating the United States of America for the district of Delaware, and, by execution and delivery of this Agreement, each of the parties to this Agreement or any of hereby accepts for itself and (to the transactions contemplated hereby and each party hereby irrevocably agrees that all claims extent permitted by law) in respect of such dispute or any suitits property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The Each of the parties to this Agreement hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, respective jurisdictions. (iic) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement herein shall effect affect the right of any party to this Agreement holder to serve process in any other manner permitted by applicable Lawlaw. (d) Each of the parties to this Agreement hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement and the transactions contemplated hereby among other things, the mutual waivers and certifications contained in this Section 2.01.

Governing Law; Submission to Jurisdiction. Except to This Agreement, the extent that Notes and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties New York. Each Letter of the Company Board, this Agreement 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 laws International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and 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. The parties hereto hereby irrevocably submit to New York sitting in New York County, Borough of Manhattan, and of the non-exclusive jurisdiction United States District Court for the Southern District of New York, and any federal appellate court from any thereof, in any action or state court located within the State of Delaware over any dispute proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby other Loan Documents, and each party the Borrower hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courtscourt. The parties Borrower hereby unconditionally and irrevocably waivewaives, to the fullest extent permitted by applicable Lawit may effectively do so, any objection that they right it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of an inconvenient forum for to the maintenance of such disputeaction or proceeding. Each The Borrower hereby agrees that service of copies of the parties hereto summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Borrower at its address set forth in this Agreement. The Borrower agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courtslaw. Nothing in this Agreement Section shall effect affect the right rights of any party to this Agreement Lender to serve legal process in any other manner permitted by applicable 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. Except to This Agreement is being delivered in the extent that State of New York and shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Pennsylvania (i) are mandatorily applicable New York without reference to the Merger any principles of conflict of laws. The Borrower hereby irrevocably and unconditionally agrees that any suit, action or (ii) govern the fiduciary duties of the Company Board, proceeding with respect to this Agreement shall or the Security Agreement, or any action or proceeding to execute or otherwise enforce any judgment in respect of any breach thereof, brought by the Guarantor against the Borrower or any of its property, may be governed brought by and construed the Guarantor in accordance with the laws any court of the State of Delaware. The parties hereto hereby New York or any Federal court sitting in the Borough of Manhattan, the City of New York, and by the execution and delivery of this Agreement, the Borrower irrevocably submit submits to the non-exclusive jurisdiction of each such court; and, without limitation of any federal other method of service permitted by law, agrees that process served either personally or state court located within by registered mail sent in accordance with Section 8.3 shall constitute adequate service of process in any such suit. Without limiting the foregoing, the Borrower hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of Delaware over any dispute arising out New York, CT Corporation System of or relating 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, to this Agreement or any receive, for it and on its behalf, service of process in the transactions contemplated hereby State of New York with respect thereto (with a copy to Hawaiian Airlines, Inc., 0000 Xxxxxxx Xxxxxx, X-000, Xxxxxxxx, Xxxxxx 00000, Attn: Xxx X. Xxxxx, Vice President and each party General Counsel). In addition, the Borrower hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they which 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 for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivessuit, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebySecurity Agreement, (a) brought in any such courts, and hereby irrevocably waives any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperbrought in any such court has been brought in an inconvenient forum. Nothing herein shall in any way be deemed to limit the ability of the Guarantor to serve any such writs, process or (iii) this Agreementsummonses, or the subject matter hereof, may not be enforced in such courts. Nothing manner, and to obtain jurisdiction over the Borrower in this Agreement shall effect the right of any party to this Agreement to serve process in any such other manner jurisdictions, as may be permitted by applicable Applicable Law.

Governing Law; Submission to Jurisdiction. Except This Agreement, and all matters arising out of or relating to this Agreement and any of the extent that 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 Pennsylvania (i) are mandatorily Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the Merger or (ii) govern the fiduciary duties conflicts of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delawarelaw provisions thereof). The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within of competent civil jurisdiction sitting in the State of Delaware over any dispute action arising out of or relating to in connection with this Agreement or any of the transactions contemplated hereby or related to any 54 matter which is the subject of this Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute action brought in such court or any defense of claim that such action brought in such court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a judgment in any such dispute action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawany applicable Legal Requirement. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not consents to assert, process being served by way of motion or as a defense, counterclaim or otherwise, any party to 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to hereby or the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction enforcement of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) rights under this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement and each other Loan Document shall be governed by and construed in accordance with the laws of the State of DelawareNew York. The This governing law election has been made by the parties hereto hereby irrevocably submit to in reliance (at least in part) on Section 5-1401 of the non-exclusive jurisdiction General Obligations Law of any federal or state court located within the State of Delaware over 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 dispute arising out 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 of their respective directors, officers, agents and employees in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated hereby 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 party hereby of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such dispute or any suitaction, action litigation or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputefederal court. Each of the parties hereto agrees that a final judgment in any such dispute action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of Nothing in this Agreement or in any other Loan Document shall affect any right that the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive Administrative Agent, any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not Bank or any Issuing Bank may otherwise have to assert, by way of motion or as a defense, counterclaim or otherwise, in 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 transactions contemplated herebycourts of any jurisdiction. Each Co-Borrower irrevocably waives, (a) to the fullest extent permitted by law, any objection which it may now or hereafter have FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 88 ACTIVE 221393034 to the laying of the venue of any such proceeding brought in such a court and any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced proceeding brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such a court is has been 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 such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to This Agreement and the extent that Note shall be governed by, and construed in accordance with, the laws law of the State of Pennsylvania (i) are mandatorily applicable New York, exclusive of its conflict of laws provisions other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law. Borrower hereby submits to the Merger or (ii) govern the fiduciary duties nonexclusive jurisdiction of the Company Board, this Agreement shall be governed by United States District Court for the Southern District of New York and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or New York state court located within sitting in New York City for the State purposes of Delaware over any dispute all legal proceedings arising out of or relating to this Agreement or any of the transactions contemplated hereby hereby. Borrower irrevocably consents to the service of any and each party hereby irrevocably agrees that all claims process in respect any legal proceeding by the mailing of copies of such dispute or any suit, action or proceeding related thereto may be heard and determined process to Borrower at its address set forth in such courtsSection 7.02. The parties hereby Borrower irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they it may now or hereafter have to the laying of the venue of any such dispute proceeding brought in such a court or and any defense of claim that any such proceeding brought in such a court, has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a A final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of Borrower further irrevocably consents to the parties further agrees that notice as provided herein shall constitute sufficient service of process and each out of any of the parties hereby 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, aforementioned courts in any such 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 pursuant to Section 7.02, such service to become effective thirty (30) days after such mailing. Nothing herein shall affect the right of Lender or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction holder of the courts Note to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against Borrower in any other jurisdiction. To the State of Delaware as described herein for extent that Borrower has or hereafter may acquire any reason; (b) that it or its property is exempt or immune immunity from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise); and (c) that (i) the suitwith respect to itself or its property, action or proceeding Borrower hereby irrevocably waives such immunity in any such court is brought in an inconvenient forum, (ii) the venue respect of such suit, action or proceeding is improper, or (iii) its obligations under this Agreement, or the subject matter hereofBorrower Security Agreement, may not 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 enforced in irrevocable for purposes of such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawAct.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that Notes shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania New York. (ib) are mandatorily applicable Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive nonexclusive jurisdiction of any federal New York State court or state Federal court located within of the State United States of Delaware over America sitting in New York City, and any dispute appellate court thereof, in any action or proceeding arising out of or relating to this Agreement Agreement, or for recognition or enforcement of any of the transactions contemplated hereby judgment, and each party Obligor hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State Court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeFederal court. Each of the parties hereto Obligor agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Subject to the foregoing and to paragraph (c) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (c) Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assertthe laying of venue of any suit, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement in any New York State or Federal court and the transactions contemplated hereby, (a) any claim that it is not personally subject defense of an inconvenient forum to the jurisdiction maintenance of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought and any immunity from jurisdiction of any court or from any legal process with respect to itself or its property. (d) Each Obligor agrees that service of process may be made on it by personal service of a copy of the summons and complaint or other legal process in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improperproceeding, or by registered or certified mail (iiipostage prepaid) this Agreementto its address specified in Section 8.02, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in by any other manner permitted by method of service provided for under the applicable Lawlaws in effect in the State of New York.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement and each other Loan Document shall be governed by and construed in accordance with the laws of the State of DelawareNew York. The This governing law election has been made by the parties hereto hereby irrevocably submit to in reliance (at least in part) on Section 5-1401 of the non-exclusive jurisdiction General Obligations Law of any federal or state court located within the State of Delaware over New York, as amended (as and to the extent applicable), and other applicable law. Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any dispute arising out action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto, any of their respective affiliates or any of their respective directors, officers, agents and employees in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the transactions contemplated hereby 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 party hereby of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such dispute or any suitaction, action litigation or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputefederal court. Each of the parties hereto agrees that a final judgment in any such dispute action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the parties hereby waive venue of 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 other Loan Document in any court referred to above. Each of the transactions contemplated herebyparties hereto hereby irrevocably waives, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania Texas. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of Texas or of the United States of America for the Southern District of Texas, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any Lender from obtaining jurisdiction over such Grantor in any court otherwise having jurisdiction. (c) Each of the Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperby the mailing of copies thereof by registered or certified mail, postage prepaid, to such Person at the address specified on Schedule 1 of this Agreement or (iii) this in the Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that the laws other Loan Documents and any claims, controversy, dispute or cause of the State of Pennsylvania action (iwhether in contract or tort or otherwise) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Boardbased upon, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and each party thereby shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York. (b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveDistrict Court or such New York state court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeappellate court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by applicable law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, court. (iid) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any Each party to this Agreement irrevocably consents to serve the service of process in any other the manner permitted by applicable Law.provided for notices in

Governing Law; Submission to Jurisdiction. Except to the extent that the laws Venue; Waiver of the State of Pennsylvania Jury Trial. (i) are mandatorily applicable THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought in the Merger or (ii) govern the fiduciary duties courts of the Company Board, this Agreement shall be governed by and construed in accordance with the laws state of New York or of the State United States for the Southern District of Delaware. The parties hereto New York, and, by execution and delivery of this Guaranty, the Parent Guarantor hereby irrevocably submit to accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any federal or state court located within the State aforesaid courts. The Parent Guarantor further irrevocably consents to the service of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveby the mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent Parent Guarantor located outside New York City and by hand delivery to the Company located within New York City, at its address for notices pursuant to Section 13(b) above, such service to become effective 7 days after such mailing. Nothing herein shall affect the right of the Trustee or any Purchaser to serve process in any other manner permitted by applicable Law, law or to commence legal proceedings or otherwise proceed against Parent Guarantor in any other jurisdiction. (ii) The Parent Guarantor hereby irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment courts referred to in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties clause (i) above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (iii) The Parent Guarantor by its acceptance hereof, hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement Guaranty or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except 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 may be brought in the extent that the laws courts of the State of Pennsylvania (i) are mandatorily applicable to the Merger New York in New York County, or (ii) govern the fiduciary duties of the Company BoardUnited States for the Southern District of New York, and, by execution and delivery of this Agreement shall be governed by and construed in accordance with the laws Agreement, each of the State of Delaware. The parties hereto Guarantors hereby irrevocably submit to accepts for itself and in respect of its property, generally and unconditional, the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby Each of the Guarantors irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute proceeding brought in such court or and any defense of inconvenient forum for the maintenance of claim that any such dispute. Each of the parties hereto agrees that a judgment proceeding brought in any such dispute court has been brought in an inconvenient forum. Each Guarantor hereby irrevocably consents and agrees that any and all process which may be enforced in other jurisdictions by suit on the judgment or served in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding of the nature referred to in this Section 5.07 may be served the mailing of a copy thereof by 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 such service (i) shall be deemed in every respect effective service of process upon it in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperand (ii) shall, or (iii) this Agreementto the fullest extent permitted by Law, or the subject matter hereof, may not be enforced in such courtstaken and held to be valid personal service upon and personal delivery to it. Nothing in this Agreement Section 5.07 shall effect affect the right of any party to this Agreement Finance Party to serve process in any other manner permitted by applicable 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. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company BoardThis Guaranty is made and delivered in New York, this Agreement New York, and shall be governed by and construed and interpreted in accordance with the laws of the State of DelawareNew York, without regard to principles of conflict of laws. The parties hereto hereby irrevocably submit All judicial actions, suits or proceedings brought against Guarantor with respect to the non-exclusive jurisdiction of its obligations, liabilities or any federal other matter under or state court located within the State of Delaware over any dispute arising out of or relating to in connection with this Agreement Guaranty or any transaction contemplated or for recognition or enforcement of any judgment rendered in any such proceedings may be brought in any state or federal court of competent jurisdiction in the transactions City of New York. By execution and delivery of this Guaranty, Guarantor accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Guaranty or any transaction contemplated hereby and each party hereby from which no appeal has been taken or is available. Guarantor irrevocably agrees that all claims process in respect of such dispute any proceeding or any suit, action court arising out of or proceeding related thereto in connection with this Guaranty may be heard effected by mailing a copy thereof by registered or certified mail or any substantially similar form of mail, postage prepaid, to Guarantor at its address referred to in Section 15 hereof. Such service shall be effective five days after such mailing. Guarantor hereby acknowledges that such service will be effective and determined binding service in every respect. Guarantor shall not assert that such courtsservice did not constitute effective and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. The parties Guarantor, Agent and each Lender hereby irrevocably waivewaives trial by jury and Guarantor hereby irrevocably waives any objections, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they may now or hereafter have to the laying of venue or based on the grounds of forum non conveniens which it now or hereafter may have to the bringing of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courtsjurisdiction. Nothing in this Agreement herein shall effect affect the right of Agent or any party to this Agreement Lender to serve process in any other manner permitted by applicable Lawlaw or limit the right of Agent or any Lender to bring any action, suit or proceeding against Guarantor in the court of any jurisdiction. Guarantor acknowledges that final judgment against it in any action, suit or proceeding referred to in this Section shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of Guarantor's indebtedness.

Governing Law; Submission to Jurisdiction. Except to This Fourth Supplemental Indenture and the extent that Notes shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania (i) are mandatorily New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal Federal or state State court located within in the State Borough of Delaware over Manhattan in The City of New York, New York in any dispute suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any of the transactions contemplated hereby Notes and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action suit or proceeding related thereto may be heard and determined in any such courtscourt. The parties hereby Company irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute suit, action or proceeding brought in such a court and any claim that any suit, action or any defense of proceeding brought in such a court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto The Company agrees that a final judgment in any such dispute suit, action or proceeding brought in such a court may be enforced in other jurisdictions the courts of any jurisdiction to which the Company is subject by a suit on the judgment or in any other manner upon such judgment, provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of is effected upon the parties hereby waive any argument that such service is insufficient. Each of Company in the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion manner specified herein or as a defense, counterclaim otherwise permitted by law. To the extent that the Company has or otherwise, in hereafter may acquire any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune immunity 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 judgmentexecution, execution of judgment executor or otherwise); and ) with respect to itself or its property, the Company hereby irrevocably waives such 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 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (cthe “Authorized Agent”) that (i) the upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein that may be instituted in any State or U.S. federal court in the Borough of Manhattan in The City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court is brought in an inconvenient forum, (ii) the venue respect of any such suit, action or proceeding is improperproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, or (iii) this Agreementand the Company agrees to take any and all action, or including the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right filing of any party and all documents, that may be necessary to this Agreement to serve 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 applicable Lawevery respect, effective service of process upon the Company.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that Notes shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania (i) are mandatorily applicable New York, except to the Merger or (ii) govern extent that United States federal law permits any Lender to charge interest at the fiduciary duties of the Company Board, this Agreement shall be governed rate allowed by and construed in accordance with the laws of the state where such Lender is located. (b) Any legal action or proceeding with respect to this Agreement and the other Credit Documents shall be brought in the courts of the State of DelawareNew York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and (to the extent permitted by law) in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto Borrower hereby irrevocably submit waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any Lender from obtaining jurisdiction over the Borrower in any court otherwise having jurisdiction. (c) The Borrower hereby irrevocably consents to the service of any federal or state court located within the State process of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower at its said address, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Administrative Agent, any Lender or any holder of a Note to serve process in any other manner (d) The Borrower, the Administrative Agent, the Revolving Loan Lender, the Deposit Bank, and determined in such courts. The parties each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment trial by jury in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 legal action or proceeding arising out of or relating to this Agreement or any other Credit Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative, agent or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement and the other Credit Documents and the transactions contemplated herebyhereby and thereby by, (a) any claim that it is not personally subject to among other things, the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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); mutual waivers and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing certifications contained in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawsection 12.13.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania California. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of California or of the United States of America for the Central District of California, Southern Division, and each party of the Secured Party and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Secured Party and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Secured Party from obtaining jurisdiction over such Grantor in any court otherwise having jurisdiction. (c) Each of the Secured Party and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperby the mailing of copies thereof by registered or certified mail, or postage prepaid, to such Person at the address specified for such Person in Schedule 1 hereto, such service to become effective thirty (iii30) this Agreement, or the subject matter hereof, may not be enforced in days after such courtsmailing. Nothing in this Agreement herein shall effect affect the right of Secured Party, or any party to this Agreement holder of any Note to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and the Secured Party hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or the Notes and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Notes and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (ia) are mandatorily applicable to the Merger THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN SUCH OTHER LOAN DOCUMENTS) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Document may be brought in the courts of the transactions contemplated hereby State of North Carolina in Mecklenburg County, or of the United States for the Western District of North Carolina, and, by execution and delivery of this Agreement, each party Borrower hereby irrevocably agrees that all claims accepts for itself and in respect of such dispute or any suitits property, action or proceeding related thereto may be heard generally and determined in unconditional, the nonexclusive jurisdiction of such courts. The parties hereby Borrowers irrevocably waive, to the fullest extent permitted by applicable Lawlaw, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute proceeding brought in such court or and any defense of inconvenient forum for the maintenance of claim that any such dispute. Each of the parties hereto agrees that a judgment proceeding brought in any such dispute may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; an inconvenient forum. (b) that it or The Borrowers hereby irrevocably appoint C.T. Corporation System its property is exempt or immune from the jurisdiction authorized agent to accept and acknowledge service of any such court or from and all process which may be served in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding of the nature referred to in this Section 11.16 and consents to process being served in any such court 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 such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process upon C.T. Corporation System in any other manner permitted or by applicable Lawthe mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrowers’ address referred to in Section 11.

Governing Law; Submission to Jurisdiction. Except (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relating to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, 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 laws Laws of the State of Delaware. The , without respect to its applicable principles of conflicts of laws that might require the application of the Laws of another jurisdiction. (b) Each of the parties hereto hereby irrevocably submit and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal or state court located within of the United States of America sitting in the State of Delaware) (“Delaware over Courts”), and any dispute appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may Action shall be heard and determined in such courts. The parties hereby irrevocably waivethe Delaware Courts, (b) waives, to the fullest extent permitted by applicable Lawit may legally and effectively do so, any objection that they which it may now or hereafter have to the laying of venue of any such dispute brought Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in such court the Delaware Courts, including any objection based on its place of incorporation or any domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum for to the maintenance of such dispute. Each of the parties hereto Action in any such court and (d) agrees that a final judgment in any such dispute Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further consents and agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesprocess, and agrees not to assertsummons, by way of motion notice or as a defense, counterclaim or otherwise, in document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 9.02 or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that the laws other Loan Documents any claims, controversy, dispute or cause of the State of Pennsylvania action (iwhether in contract or tort or otherwise) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Boardbased upon, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and each party thereby shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York. (b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveDistrict Court or New York state court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeappellate court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by applicable law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought court. (d) Each party to this Agreement irrevocably consents to the service of process 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 manner provided for notices in such courtsSection 9.2. Nothing in this Agreement shall effect or in any other Loan Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Submission to Jurisdiction. Except to the extent that the Waiver of Jury ------------------------------------------------- Trial; Waiver of Damages. ------------------------ (a) The laws of the State of Pennsylvania New York shall govern this Pledge Agreement without regard to principles of conflict of laws. (ib) are mandatorily applicable to The Company agrees that the Merger Collateral Agent shall, in its capacity as Collateral Agent or (ii) govern in the fiduciary duties of the Company Board, this Agreement shall be governed by name and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction on behalf of any federal or state court located within Holder, have the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveright, to the fullest extent permitted by applicable Lawlaw, to proceed against the Company or its property in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Company or its property, as the case may be) to enable the Collateral Agent to realize on such property, or to enforce a judgment or other court order entered in favor of the Collateral Agent. The Company agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Collateral Agent to realize on such property or to enforce a judgment or other court order in favor of the Collateral Agent, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Company waives any objection that it may have to the location of the court in which the Collateral Agent has commenced a proceeding described in this paragraph including, without limitation, any objection that they may now or hereafter have to the laying of venue or based on the grounds of forum non conveniens. (c) The Company and the Collateral Agent each waive any such dispute brought right to have a jury participate in such resolving any dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with this Pledge Agreement. Instead, any disputes resolved in court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto will be resolved in a bench trial without a jury. (d) The Company agrees that a judgment neither the Collateral Agent nor any Holder shall have any liability to the Company (whether sounding in any such dispute may be enforced tort, contract or otherwise) for losses suffered by the Company in other jurisdictions by suit on the judgment connection with, arising out of, or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesway related to, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to and the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the subject matter hereofCollateral Agent or such Holder, as the case may not be enforced in be, that such courts. Nothing in this Agreement shall effect losses were the right result of any party to this Agreement to serve process in any other manner acts or omissions on the part of the Collateral Agent or such Holder, as the case may be, constituting bad faith, gross negligence or willful misconduct. (e) To the extent permitted by applicable Lawlaw, and except as otherwise provided in this Pledge Agreement, the Company waives all rights of notice and hearing of any kind prior to the exercise by the Collateral Agent or any Holder of rights during the continuance of any Event of Default to repossess the Collateral with judicial process or to replevy, attach or levy upon the Collateral or other security for the Obligations. To the extent permitted by applicable law, the Company waives the posting of any bond otherwise required of the Collateral Agent or any Holder in connection with any judicial process or proceeding to obtain possession of replevy, attach or levy upon the Collateral or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Collateral Agent or any Holder, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any other agreement or document between the Company on the one hand and the Collateral Agent and/or the Holders on the other hand.

Governing Law; Submission to Jurisdiction. Except to as otherwise provided in this Section 10.10 and Section 2.10, all issues and questions concerning the extent that the laws construction, validity, interpretation and enforceability of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement and the Exhibits and Disclosure Schedule hereto shall be governed by by, and construed in accordance with with, the laws of the State of Delaware. The parties hereto hereby irrevocably submit , without giving effect to the non-exclusive jurisdiction any choice of any federal law or state court located within conflict of law rules or provisions (whether of the State of Delaware over or any dispute other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Except as otherwise provided 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 transactions contemplated hereby may be brought against any of the Parties only in the Delaware Chancery Court or any federal court sitting in the State of Delaware, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any 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 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 hereby and each party hereby irrevocably agrees that all claims in respect of such hereby, including any dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 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 herebythereby, anywhere other than in: (ai) any claim 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 it is not personally subject the laws of the State of New York shall govern any such Action and submits for itself and its property with respect to any such Action to the exclusive jurisdiction of the aforementioned courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawSection 10.10.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement shall will be governed by and construed in accordance with the laws of the State of DelawareNew York. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any Each of the transactions contemplated hereby Company, the International Underwriters and each party hereby irrevocably agrees Agents agree that all claims in respect of such dispute or any suit, action or proceeding related thereto against them, arising out of or based upon this Agreement or the transactions contemplated hereby, may be heard instituted in any State or federal court in the Borough of Manhattan, City of New York, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute brought in such court proceeding and any right to which any of them may be entitled on account of places of residence or any defense of inconvenient forum for domicile, and irrevocably submit to the maintenance jurisdiction of such disputecourts in any suit, action or proceeding. Each The Company has appointed the New York office of the parties hereto agrees that a judgment Company, located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivessuit, 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 based upon this Agreement or the transactions contemplated hereby, (a) herein which may be instituted in any claim that it is not personally subject to the jurisdiction of the courts State or federal court in the State City of Delaware as described herein for New York, New York, by any reason; (b) that it International Underwriter or its property is exempt Agent, the directors, officers, employees and agents of any International Underwriter or immune from Agent, or by any person who controls any International Underwriter or Agent, and expressly accepts the jurisdiction of any such court or from in respect of any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or proceeding. The designation and appointment of the subject matter hereof, may not Authorized Agent shall become effective immediately without any further action on the part of the Company and such appointment shall be enforced in such courts. Nothing in this Agreement shall effect irrevocable to the right of any party to this Agreement to serve process in any other manner extent permitted by applicable Lawlaw and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 13 and reasonably satisfactory to the International Underwriters. If the Authorized Agent shall cease to act as agent for services of process for the Company, or shall no longer maintain an office in New York City, the Company shall appoint, without reasonable delay, another such agent, and notify the Representatives of such appointment. The Company hereby represents and warrants that the Authorized Agent has accepted such appointments and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Subject to applicable law, service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

Governing Law; Submission to Jurisdiction. Except to This Guaranty and the extent that rights and obligations of the laws Guaranteed Parties, the holders of the Notes and the Guarantor hereunder shall be construed in accordance with and governed by the law of the State of Pennsylvania (i) are mandatorily applicable New York. Any legal action or proceeding with respect to this Guaranty may be brought in the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws courts of the State of DelawareNew York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby Guarantor agrees that if at any time its principal place of business is not in the City and State of New York, it will irrevocably submit designate, appoint and empower an agent for purposes of this Section, in the City and State of New York, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the non-exclusive jurisdiction Administrative Agent. The Guarantor further irrevocably consents to the service of any federal or state court located within the State of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveby the mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent Guarantor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of any Guaranteed Party or the holder of any Note to serve process EXHIBIT K in any other manner permitted by applicable Law, law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. The Guarantor hereby irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with the Guaranty brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties courts referred to above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is that any such action or proceeding brought in any such court has been 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 such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that the Waiver of Jury --------------------------------------------------------- Trial; Waiver of Damages. ------------------------ (a) The laws of the State of Pennsylvania New York shall govern this Guaranty without regard to principles of conflicts of laws. (ib) are mandatorily applicable to The Guarantor agrees that the Merger Trustee shall, in its capacity as Trustee or (ii) govern in the fiduciary duties of the Company Board, this Agreement shall be governed by name and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction on behalf of any federal or state court located within Holder of Notes, have the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveright, to the fullest extent permitted by applicable Lawlaw, to proceed against the Guarantor or its property in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Guarantor or its property, as the case may be) to enable the Trustee to realize on such property, or to enforce a judgment or other court order entered in favor of the Trustee. The Guarantor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Guarantor waives any objection that it may have to the location of the court in which the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection that they may now or hereafter have to the laying of venue or based on the grounds of forum non conveniens. (c) The Guarantor and the Trustee each waive any such dispute brought right to have a jury participate in such resolving any dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with this Guaranty. Instead, any disputes resolved in court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto will be resolved in a bench trial without a jury. (d) The Guarantor agrees that a judgment neither the Trustee nor any Holder of Notes shall have any liability to the Guarantor (whether sounding in any such dispute may be enforced tort, contract or otherwise) for losses suffered by the Guarantor in other jurisdictions by suit on the judgment connection with, arising out of, or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesway related to, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyand the relationship established by this Guaranty, (a) or any claim that act, omission or event occurring in connection therewith, unless it is not personally subject to determined by a final and nonappealable judgment of a court that is binding on the jurisdiction Trustee or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the courts in Trustee or such Holder of Notes, as the State of Delaware as described herein for any reason; (b) that it case may be, constituting bad faith, gross negligence 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawwillful misconduct.

Governing Law; Submission to Jurisdiction. Except to (a) This Guaranty (including, but not limited to, the extent that validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania New York, other than the conflict of laws rules thereof. (ib) are mandatorily applicable The Guarantor hereby irrevocably submits to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal New York State or state Federal court located within sitting in New York City and any appellate court from any thereof in any action or proceeding by the State Lessor in respect of, but only in respect of, any claims or causes of Delaware over any dispute action arising out of or relating to this Agreement Guaranty or any the other Operative Documents (such claims and causes of action, collectively, being "Permitted Claims"), and the transactions contemplated hereby and each party Guarantor hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto Permitted Claims may be heard and determined in such courtsNew York State court or in such Federal court. The parties Guarantor hereby irrevocably waivewaives, to the fullest extent permitted by applicable Lawit may effectively do so, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of an inconvenient forum for to the maintenance of such disputeaction or proceeding in any aforementioned court in respect of Permitted Claims. Each The Guarantor hereby irrevocably agrees that service of copies of the parties hereto summons and complaint and any other process which may be served by the Lessor in any such action or proceeding in any aforementioned court in respect of Permitted Claims may be made by delivering a copy of such process to the Guarantor by courier and by certified mail (return receipt requested), fees and postage prepaid, at the Guarantor's address determined pursuant to Section 8. The Guarantor agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 law. (c) that Nothing in this Section 12: (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect affect the right of any party to this Agreement the Lessor to serve legal process in any other manner permitted by applicable Lawlaw or affect any right otherwise existing of the Lessor to bring any action or proceeding against the Guarantor or its property in the courts of other jurisdictions or (ii) shall be deemed to be a general consent to jurisdiction in any particular court or a general waiver of any defense or a consent to jurisdiction of the courts expressly referred to in Subsection (a) above in any action or proceeding in respect of any claim or cause of action other than Permitted Claims.

Governing Law; Submission to Jurisdiction. Except This Agreement, and all matters arising out of or relating to this Agreement and any of the extent that 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, in all cases, whether in contract or in tort, shall be construed in accordance with and governed by the laws of the State Commonwealth of Pennsylvania (i) are mandatorily Massachusetts applicable to contracts made and to be performed entirely in such Commonwealth (without giving effect to the conflicts of laws provisions thereof); provided, however, that the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of DelawareDGCL. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within of competent civil jurisdiction sitting in the State Commonwealth of Delaware Massachusetts over any dispute Action arising out of or relating to in connection with this Agreement or any of the transactions contemplated hereby or related to any matter which is the subject of this Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto Action may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute Action brought in such court or any defense of claim that such Action brought in such court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a judgment in any such dispute Action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawany applicable Legal Requirement. Each of the parties further agrees that notice as provided herein shall constitute sufficient service hereto hereby irrevocably consents to process being served by any party to this Agreement in any Action by delivery of process a copy thereof in accordance with the provisions of Section 19.1 and each consents to the exercise of jurisdiction of the parties hereby waive any argument that such service is insufficient. Each courts of the parties hereby irrevocably Commonwealth of Massachusetts over it and unconditionally waivesits properties with respect to any action, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action suit or proceeding arising out of or relating to in connection with this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to hereby or the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction enforcement of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) rights under this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except (a) THIS LETTER AGREEMENT AND ANY DISPUTES ARISING UNDER OR RELATING TO THIS LETTER AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE) SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. (b) Subject to Section 7, each of the parties (i) irrevocably submits exclusively to the extent that jurisdiction of the laws Chancery Courts of the State of Pennsylvania Delaware (ithe “Chancery Court”) are mandatorily applicable to or, if the Merger or (ii) govern Chancery Court declines jurisdiction, any other Delaware state court, and the fiduciary duties federal courts of the Company BoardUnited States of America, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court each case, located within in New Castle County in the State of Delaware over (collectively, “Chosen Courts”) in the event any dispute arising (whether in tort, contract or otherwise) arises out of this letter agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action by or before any Governmental Entity relating to this Agreement letter agreement or any of the transactions contemplated hereby in any court other than the Chosen Courts, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, (iv) waives any objection that they it may now or hereafter have to the laying of venue of any such dispute Action in the Chosen Courts or that such Action was brought in such court or any defense of an inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivescourt, and agrees not to assert, by way plead or claim the same. The parties agree that any process or notice of motion or other application to any Chosen Court may be served by certified mail, return receipt requested, or by personal service or in such other manner as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or may be permissible under the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction rules of the courts in the State of Delaware as described herein relevant court, provided that a reasonable time for any reason; (b) that it or its property appearance 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawallowed.

Governing Law; Submission to Jurisdiction. Except to the extent that This Consent shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties New York. Each of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any federal New York State court or state Federal court located within of the State United States of Delaware over America sitting in New York County, and any dispute appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Consent, or for recognition or enforcement of any judgment, and each of the transactions contemplated hereby and each party parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in any such courts. The parties hereby irrevocably waiveNew York State court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeFederal court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Consent shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Consent or any of the other Financing Documents in the courts of any jurisdiction. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection that it may now or hereafter have to assertthe laying of venue of any suit, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement Consent in any New York State or Federal court. Each of the transactions contemplated herebyparties hereto hereby irrevocably waives, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the courts maintenance of such action or proceeding in any such court. The Project Party hereby irrevocably appoints C T Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the State “Process Agent”), as its agent to receive on behalf of Delaware itself and its property, service of summons and complaint and any other process which may be served in any such action or proceeding. Such service is hereby acknowledged by the Project Party to be effective and binding on it in every respect as described herein for if such service of process were made personally. The Project Party shall deliver to the Collateral Agents evidence of such irrevocable appointment, in form and substance satisfactory to the Collateral Agents. To the extent that the Project Party has or hereafter may acquire any reason; (b) that it or its property is exempt or immune immunity from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise); ) with respect to itself or its property, the Project Party hereby irrevocably and (c) that (i) unconditionally waives such immunity in respect of its obligations under the suit, action Assigned Agreement or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawConsent.

Governing Law; Submission to Jurisdiction. Except (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT 105 GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW). (b) Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment in respect thereof may be brought in the extent that the laws courts of the State of Pennsylvania (i) are mandatorily applicable to the Merger New York or (ii) govern the fiduciary duties of the Company BoardUnited States of America for the Southern District of New York, and, by execution and delivery of this Agreement shall be governed by Agreement, each Borrower and construed CarrAmerica LP hereby accepts for itself and in accordance with the laws respect of the State of Delaware. The parties hereto hereby irrevocably submit to its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any federal or state court located within thereof. Each Borrower and CarrAmerica LP irrevocably consents to the State service of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveby the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by applicable Law, Borrower or CarrAmerica LP at its address set forth below. Each Borrower and CarrAmerica LP hereby irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan Document brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties courts referred to above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is that any such action or proceeding brought in any such court has been 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 such courts. Nothing in this Agreement herein shall effect affect the right of the Lead Agent, any party to this Agreement Bank or any holder of a Note to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against the Borrowers or CarrAmerica LP in any other jurisdiction.

Governing Law; Submission to Jurisdiction. Except (a) This Agreement (and any claims or disputes arising out of or related hereto or to the extent that transactions contemplated hereby or to the laws inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Pennsylvania New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law principles that might lead to the application of the Laws of any other jurisdiction. (b) Without limiting any party’s right to appeal any order of the Bankruptcy Court, (i) are mandatorily applicable the Bankruptcy Court shall retain exclusive jurisdiction to enforce the Merger terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) govern any and all proceedings related to the fiduciary duties foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Company BoardBankruptcy Court and shall receive notices at such locations as indicated in Section 9.05 hereof; provided, this Agreement shall be governed by however, that if the Bankruptcy Case has closed, the parties agree to unconditionally and construed irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in accordance with New York County or the laws Commercial Division, Civil Branch of the Supreme Court of the State of Delaware. The parties hereto hereby irrevocably submit to New York sitting in New York County and any appellate court from any thereof, for the non-exclusive jurisdiction resolution of any federal such claim or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courtsdispute. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Lawlaw, any objection that which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. law. (c) Each of the parties further agrees that notice as provided herein shall constitute sufficient service of hereto hereby consents to process and each of the parties hereby waive being served by 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 party to this Agreement or the transactions contemplated hereby, (a) in any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding by delivery of a copy thereof in any such court is brought in an inconvenient forum, (ii) accordance with the venue provisions of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawSection 9.05.

Governing Law; Submission to Jurisdiction. Except to This Warrant shall be construed in accordance with, and governed by, the extent that the internal laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties New York as permitted by Section 5-401 of the Company Board, this Agreement shall be governed by and construed in accordance with New York General Obligations Law (or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the State of DelawareNew York. The parties hereto Company hereby irrevocably submit to the non-exclusive jurisdiction of and unconditionally: (a) submits itself and its properties in any federal legal action or state court located within the State of Delaware over any dispute arising out of or proceeding relating to this Agreement and the Ancillary Agreements to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the transactions contemplated hereby and each party hereby irrevocably agrees Courts of the (b) consents that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined brought in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, courts and waives any objection obligation that they 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 for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue agrees that service of process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in or determined pursuant to Section 7.2 or at such other address of which the Holders shall have been notified pursuant thereto; (d) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 9 any punitive or exemplary damages and any damages which are not proximately caused by or the reasonably foreseeable result of the breach which is impropersubject of such action or proceeding. The Company hereby acknowledges that: (e) it has been advised by counsel in the negotiation, execution and delivery of this Warrant, the Securities Purchase Agreement and the Ancillary Agreements; (f) the Holders do not have any fiduciary relationship with or (iii) duty to the Company arising out of or in connection with this Agreement, or the subject matter hereofAncillary Agreements; and (g) no joint venture or partnership exists between the Holders, may not be enforced in such courtson the one hand, and the Company, on the other hand, and the relationship of the Company and the Holders is that of, inter alia, debtor and creditor. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawTHE COMPANY AND THE HOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND FOR ANY COUNTERCLAIM THEREIN. THIS AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

Governing Law; Submission to Jurisdiction. Except (a) THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). (b) Any legal action or proceeding with respect to this Consent and any action for enforcement of any judgment in respect thereof may be brought in the extent that the laws courts of the State of Pennsylvania (i) are mandatorily applicable to the Merger New York or (ii) govern the fiduciary duties of the Company BoardUnited States of America for the Southern District of New York, and, by execution and delivery of this Agreement shall be governed by and construed in accordance with the laws Consent, each of the State Consenting Party, the Partnership and the Collateral Agent hereby accepts for itself and in respect of Delaware. The parties hereto hereby irrevocably submit to its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any federal appeal thereof. Each of the Consenting Party and the Partnership hereby irrevocably designates, appoints and empowers CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any action or state court located within proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the State Partnership or the Consenting Party, as applicable, agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of Delaware over any dispute arising this provision satisfactory to the Collateral Agent. Each of the Consenting Party, the Partnership and the Collateral Agent irrevocably consents to the service of process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveby the mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by applicable LawConsenting Party at its notice address provided pursuant to Section 6.1 hereof. Each of the Consenting Party, the Partnership and the Collateral Agent hereby irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Consent brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties courts referred to above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is that any such action or proceeding brought in any such court has been 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 such courts. Nothing in this Agreement herein shall effect affect the right of any party to this Agreement the Collateral Agent or its designees to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against the Consenting Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction. Except to This Agreement shall be governed by, and construed in accordance with, the extent that the laws law of the State of Pennsylvania (i) are mandatorily applicable New York. Each Obligor hereby submits to the Merger or (ii) govern the fiduciary duties nonexclusive jurisdiction of the Company Board, this Agreement shall be governed by United States District Court for the Southern District of New York and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or New York state court located within the State of Delaware over sitting in New York County (and any dispute arising out of or relating to this Agreement or appellate court from any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum thereof) for the maintenance purposes of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Obligor irrevocably waives, (a) to the fullest extent permitted by applicable law, any objection that 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 it is not personally subject any such proceeding brought in such a court has been brought in an inconvenient forum. Each Obligor hereby irrevocably agrees and consents that service of process in any such legal proceeding in any such court may be made on such Obligor by the mailing thereof by registered mail postage prepaid, or by transmitting the same by telecopier, to the jurisdiction of the courts such Obligor in the State manner specified in Section 12.02 hereof, and any such service shall be deemed good and effective when transmitted by telecopier or, in the case of Delaware as described mail, upon receipt; provided that nothing herein for will affect the right of any reason; (b) Bank or the Administrative Agent to serve process in any other manner permitted by law. To the extent that it any Borrower has or its property is exempt or immune hereafter may acquire any immunity 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 or execution, on the ground of judgment, execution of judgment sovereignty or otherwise); and (c) that (i) with respect to itself or its Property, it hereby irrevocably waives, to the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner fullest extent permitted by applicable Law.law, such immunity in respect of its obligations under this Agreement. AMENDED AND RESTATED CREDIT AGREEMENT

Governing Law; Submission to Jurisdiction. Except to the extent that the laws (a) The validity and construction of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. , regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. (b) Except as otherwise provided herein, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in connection with that Action. (c) The parties hereto hereby irrevocably submit Parties shall attempt in good faith to resolve any dispute, controversy or claim between the Parties that relates to the non-exclusive jurisdiction interpretation, carrying out of obligations, breach, termination or enforcement of this Agreement or in any federal or state court located within the State of Delaware over any dispute way arising out of or relating to connected with this Agreement or any (“Dispute”). (d) In the event of a Dispute among the transactions contemplated hereby and each Parties, prior to referring to arbitration as described in Section 12.9(e) the Parties must engage in a mediation under the then current mediation rules of JAMS, Inc. (“JAMS”). A single disinterested third party hereby irrevocably agrees that all claims mediator familiar with Delaware law shall be selected by JAMS in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined accordance with its then current arbitration rules. No Party shall commence arbitration as described in such courtsSection 12.9(e) without first attempting in good faith to engage in a mediation as set forth in this Section 12.9(d). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to Dispute shall share the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each expenses of the parties hereto agrees that a judgment in any such dispute may be enforced in mediator and the other jurisdictions by suit costs of mediation 50-50 between the applicable Buyer Parties, on the judgment or in one hand, the Companies and their Affiliates, on the other hand. (e) If any other manner provided Dispute cannot be resolved by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not Parties pursuant to assert, by way of motion or as a defense, counterclaim this Section 12.9 or otherwise, such Dispute shall be exclusively referred to and finally settled by arbitration in any action or proceeding arising out accordance with the Rules of or relating to this Agreement or Arbitration of JAMS. The arbitration proceedings shall take place in Los Angeles, California and shall be conducted in the transactions contemplated herebyEnglish language. The number of arbitrators shall be three (3), (a) any claim that it and the presiding arbitrator shall be chosen by the two arbitrators nominated by the Parties with input from the parties. If the presiding arbitrator is not personally subject chosen by the two (2) arbitrators within 30 days of the date of confirmation of the later of the two (2) party nominated arbitrators, he or she shall be appointed by JAMS. The award of the arbitral tribunal shall be final and binding upon the Parties and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or requests for declaratory, accounting, or other relief presented to the jurisdiction arbitral tribunal. The costs of arbitration shall be apportioned by the courts arbitral tribunal in the State of Delaware as described herein for any reason; award. (bf) 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 noticeEACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, 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 in any such court 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 such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. Except 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 any claims involving the Debt Financing Sources or otherwise arising out of or relating to the extent that Debt Financing Sources, the Debt Commitment Letter and/or any fee letters or engagement letters relating thereto), 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 Pennsylvania (i) are mandatorily New York applicable to contracts made and to be performed entirely in such state (without giving effect to the Merger or (ii) govern the fiduciary duties conflicts of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delawarelaw provisions thereof). The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within courts of the State of Delaware New York located in the City of New York or the United States District Court for the Southern District of New York over any dispute action arising out of or relating to in connection with this Agreement or any of the transactions contemplated hereby or related to any matter which is the subject of this Agreement (including any claims involving the Debt Financing Sources or otherwise arising out of or relating to the Debt Financing Sources, the Debt Commitment Letter, and/or any fee letters or engagement letters relating thereto) and each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute action brought in such court or any defense of claim that such action brought in such court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a judgment in any such dispute action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not consents to assert, process being served by way of motion or as a defense, counterclaim or otherwise, any party to this Agreement in any action by delivery of a copy thereof in accordance with the provisions of Section 16.1 and consents to the exercise of jurisdiction of the courts of the State of New York located in the City of New York or the United States District Court for the Southern District of New York 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 the transactions contemplated hereby, hereby or the enforcement of any rights under this Agreement (a) including any claim that it is not personally subject claims involving the Debt Financing Sources or otherwise arising out of or relating to the jurisdiction of Debt Financing Sources, the courts in the State of Delaware as described herein for Debt Commitment Letter and/or any reason; (b) that it fee letters 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 otherwiseengagement letters relating thereto); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except This Limited Guarantee, and all Actions (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee or the extent that the laws negotiation, execution or performance of the State this Limited Guarantee (including any Action based upon, arising out of Pennsylvania (ior related to any representation or warranty made in or in connection with this Limited Guarantee) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. The parties Each party hereto hereby irrevocably submit submits to the non-exclusive jurisdiction of any the Delaware Court of Chancery or, if such court does not have jurisdiction of the dispute, other state or federal or state court located within courts in the State of Delaware, including any appellate courts thereof (the “Delaware over Courts”), for any dispute arising out of or relating to this Agreement Limited Guarantee or any of the transactions contemplated hereby and each breach, termination or validity thereof (whether based on contract, tort or otherwise). Each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveunconditionally waives, to the fullest extent permitted by applicable Law, any objection that they it may now or hereafter have to the laying of the venue of any such dispute proceedings brought in the Delaware Courts. With respect to any such court or any defense of inconvenient forum for the maintenance of such dispute. Each proceeding, each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, claim in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, such court (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein Courts for any reason; reason other than the failure to serve process in accordance with applicable Law, (b) that it or its property is exempt or immune from the jurisdiction of any such court the Delaware Courts or from any legal process commenced in such courts the Delaware Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (c) to the fullest extent permitted by applicable Law that (i) the suit, action or proceeding Action in any such court the Delaware Courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper, improper or (iii) this AgreementLimited Guarantee, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect or by the right of any party to this Agreement to serve process in any other manner permitted by applicable LawDelaware Courts.

Governing Law; Submission to Jurisdiction. Except (a) THIS AGREEMENT ----------------------------------------- AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). (b) The Borrower hereby submits to the extent that the laws nonexclusive jurisdiction of the State United States District Court for the Southern District of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by New York and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state New York State court located within sitting in New York City for the State purposes of Delaware over any dispute all legal proceedings arising out of or relating to this Agreement Agreement, any other Financing Document or any of the transactions contemplated hereby and each party or thereby. The Borrower hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waivewaives, to the fullest extent permitted by applicable Law, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute proceeding brought in such a court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced proceeding brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such a court is has been brought in an inconvenient forum. The Borrower hereby irrevocably appoints CT Corporation System (the "Process Agent"), (ii) with ------------- an office on the venue date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Service upon the Process Agent shall be deemed to be personal service on the Borrower and shall be legal and binding upon the Borrower for all purposes notwithstanding any failure to mail copies of such suit, action or proceeding is improperlegal process to the Borrower, or (iii) this Agreement, or any failure on the subject matter hereof, may not be enforced in such courtspart of the Borrower to receive the same. Nothing in this Agreement herein shall effect affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction, including judicial or non- judicial foreclosure of real property interests which are part of the Collateral. The Borrower further agrees that the aforesaid courts of the State of New York and of the United States of America for the Southern District of New York shall have exclusive jurisdiction with respect to any claim or counterclaim of the Borrower based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usurious. To the extent permitted by applicable Law, the Borrower further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the Borrower at the address referenced in Section 9.3, such service to be effective upon the date indicated on the postal receipt returned from the Borrower. (c) The Borrower agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its Properties, and, in the event that for any reason the agent mentioned above shall not serve as agent for the Borrower to receive service of process in the State of New York on its behalf, the Borrower shall promptly appoint a successor satisfactory to the Administrative Agent so to serve, advise the Administrative Agent thereof, and deliver to the Administrative Agent evidence in writing of the successor agent's acceptance of such appointment. The foregoing provisions constitute, among other things, a special arrangement for service among the parties to this Agreement for the purposes of 28 U.S.C. (S)

Governing Law; Submission to Jurisdiction. Except to the extent that the laws (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (b) Each of the State of Pennsylvania parties hereto hereby (i) are mandatorily applicable expressly and irrevocably submits and consents to the Merger jurisdiction of any State or Federal court located in the Borough of Manhattan, and any appellate court having jurisdiction over appeals from any of such courts, in any action to resolve any controversy or claim arising out of this Agreement, (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined decided in any such courts. The parties hereby irrevocably waivecourt, (iii) waives, to the fullest extent permitted by applicable Lawit may effectively do so, the defense of an inconvenient forum (iv) irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any objection that they it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any such dispute brought in such court, (v) to the extent the Issuer has or hereafter may acquire any immunity (sovereignty or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any defense legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of inconvenient forum its property, the Issuer irrevocably waives and agrees not to plead or claim such immunity in respect of its Obligations under this Agreement, and (vi) consents to the service of process by registered or certified mail (or any substantially similar form of mail), postage prepaid and return receipt requested, or by personal service within or without the State of New York, at the address for the maintenance of such disputenotices referred to in Section 8.5. Each of the parties hereto agrees that a A final judgment in any such dispute action shall be conclusive and may be enforced in other jurisdictions by suit jurisdictions. Furthermore, each party hereby submits to the competent courts of its corporate domicile in any action or proceeding against it in connection with this Agreement. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other competent jurisdiction. (c) The Issuer hereby irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the judgment date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its properties, service of process that may be served in any such action. Service upon the Process Agent shall be deemed to be personal service on the Issuer and shall be legal and binding upon the Issuer for all purposes notwithstanding any failure to mail copies of such legal process to the Issuer, or any failure on the part of the Issuer to receive the same. The Issuer agrees that it shall at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its properties, and, in the event that for any reason the Process Agent shall not serve as agent for the Issuer to receive service of process in the State of New York on its behalf, the Issuer shall promptly appoint a successor satisfactory to the Note Trustee so to serve, advise the Note Trustee thereof, and deliver to the Note Trustee evidence in writing of the successor agent's acceptance of such appointment. Nothing herein shall affect the right of any party to effect service of process in any other manner provided permitted by applicable Law. Each of . (d) To the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of extent the parties hereby 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 otherwiseIssuer may, in any action or proceeding arising out of or relating to this Agreement brought in Mexico or the transactions contemplated herebyelsewhere, (a) any be entitled under applicable Law to require or claim that it is any party post security for costs or take similar action, the Issuer hereby irrevocably waives and agrees not personally subject to claim the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue benefit of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawentitlement.

Governing Law; Submission to Jurisdiction. Except (a) This Agreement shall be deemed to the extent that be a contract entered into pursuant to the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company BoardNew York and shall in all respects be governed, this Agreement shall be governed by construed, applied and construed enforced in accordance with the laws of the State of Delaware. The parties hereto New York, provided however, that with respect to the creation, perfection, priority and enforcement of the lien of the Security Instruments, and the determination of deficiency judgments, the laws of the State where the Real Property Asset is located shall apply. (b) Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment in respect thereof 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, and, by execution and delivery of this Agreement, Borrower hereby irrevocably submit to accepts for itself and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any federal or state court located within thereof. Borrower, irrevocably consents to the State service of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined by the mailing of copies thereof by registered or certified mail, postage prepaid, to Borrower at its addresses set forth for the Borrower in such courtsSection 9.02 of this Agreement. The parties Borrower hereby irrevocably waive, to the fullest extent permitted by applicable Law, waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan Document brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties courts referred to above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is that any such action or proceeding brought in any such court has been 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 such courts. Nothing in this Agreement herein shall effect affect the right of any party to this Agreement Lender to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against Borrower in any other jurisdiction.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws i. This Agreement, any claims, controversy, dispute or cause of the State of Pennsylvania action (iwhether in contract or tort or otherwise) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Boardbased upon, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated by the Loan Documents shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York. ii. Subject to the last sentence of this clause (b), each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of ​ the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each party of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveDistrict Court or such New York state court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeappellate court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. iii. Each of the parties further agrees that notice as provided herein shall constitute sufficient service hereto irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of process venue of any such suit, action or proceeding described in subsection (b) of this Section and each brought in any court referred to in subsection (b) of the parties hereby waive any argument that such service is insufficientthis Section. Each of the parties hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by applicable law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought court. iv. Each party to this Agreement irrevocably consents to the service of process 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 manner provided for notices in such courtsSection 6.2. Nothing in this Agreement shall effect or in any other Loan Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Submission to Jurisdiction. Except 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). Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the extent that nonexclusive jurisdiction of the laws courts of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties New York in New York County, and of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum United States for the maintenance Southern District of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesNew York, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwiseany appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or to the fullest extent permitted by applicable Law, in such federal court. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of the venue of any such action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) brought in such court and any claim that it is not personally subject to the jurisdiction of the courts any such proceeding brought in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced has been brought in such courts (whether through an inconvenient forum. Each U.S. Guarantor hereby irrevocably appoints Corporation Service Company its authorized agent to accept and acknowledge service of notice, attachment prior to judgment, attachment any and all process which may be served in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the any suit, action or proceeding of the nature referred to in this Section 5.06 and consents to process 1822046.5 15 being served in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperupon Corporation Service Company in any manner or by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such U.S. Guarantor’s address referred to in Section 5.01. Each U.S. Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (iiiii) this Agreementshall, or to the subject matter hereoffullest extent permitted by Law, may not be enforced in such courtstaken and held to be valid personal service upon and personal delivery to it. Nothing in this Agreement Section 5.06 shall effect affect the right of any party to this Agreement Secured Party to serve process in any other manner permitted by applicable LawLaw or limit the right of any Secured Party to bring proceedings against any U.S. Guarantor in the courts of any jurisdiction or jurisdictions.

Governing Law; Submission to Jurisdiction. Except (a) This Agreement shall be deemed to the extent that be a contract entered into pursuant to the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company BoardNew York and shall in all respects be governed, this Agreement shall be governed by construed, applied and construed enforced in accordance with the laws of the State of Delaware. The parties hereto New York, provided however, that with respect to the creation, perfection, priority and enforcement of the lien of the Security Instruments, and the determination of deficiency judgments, the laws of the State where the Real Property Asset is located shall apply. (b) Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment in respect thereof 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, and Lender, and, by execution and delivery of this Agreement, Borrower, Guarantor and the REIT hereby irrevocably submit to accept for themselves and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any federal or state court located within thereof. Borrower, Guarantor and the State REIT irrevocably consent to the service of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard by the mailing of copies thereof by registered or certified mail, postage prepaid, to Borrower, Guarantor and determined the REIT at its address set forth in such courtsSection 9.2. The parties Borrower, Guarantor and the REIT and Lender hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment aforesaid actions or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 proceedings arising out of or relating to in connection with this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of other Loan Document brought in the courts in the State of Delaware as described herein for any reason; (b) that it referred to above and hereby further irrevocably waive and agree not to plead 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 (c) that (i) the suit, action or proceeding claim in any such court is that any such action or proceeding brought in any such court has been 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 such courts. Nothing in this Agreement herein shall effect affect the right of any party to this Agreement Lender, to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against Borrower, Guarantor or the REIT in any other jurisdiction.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement shall be construed in accordance with and governed by the extent that the laws law of the State of Pennsylvania New York. (ib) are mandatorily applicable Each party hereto hereby agrees that any suit, action or proceeding with respect to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall or any judgment entered by any court in respect thereof may be governed by and construed brought in accordance with the laws United States District Court for the Southern District of New York, in the Supreme Court of the State of Delaware. The parties New York sitting in New York County (including its Appellate Division), or in any other appellate court in the State of New York, as the party commencing such suit, action or proceeding may elect in its sole discretion; and each party hereto hereby irrevocably submit submits to the non-exclusive jurisdiction of such courts for the purpose of any federal such suit, action, proceeding or state court located within judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of the jurisdiction of its domicile. (c) Each Grantor hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of Delaware over New York may be made upon CT Corporation System, presently located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A. (the "Process Agent"), and each Grantor hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any dispute arising out of or relating to this Agreement or any and all such writs, process and summonses, and agrees that the failure of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect Process Agent to give any notice of any such service of process to any Grantor shall not impair or affect the validity of such dispute service or of any judgment based thereon. Each Grantor hereby further irrevocably consents to the service of process in any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waivecourts by the mailing thereof by any Lender or the Administrative Agent by registered or certified mail, postage prepaid, at its address set out beneath its signature hereto. (d) Nothing herein shall in any way be deemed to limit the fullest extent ability of any Lender or the Administrative Agent to serve any such writs, process or summonses in any other manner permitted by applicable Lawlaw or to obtain jurisdiction over any Grantor in such other jurisdictions, and in such manner, as may be permitted by applicable law. (e) Each Grantor hereby irrevocably waives any objection that they it may now or hereafter have to the laying of the venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivessuit, 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 brought in the Supreme Court of the State of New York, County of New York or in the transactions contemplated herebyUnited States District Court for the Southern District of New York, (a) and hereby further irrevocably waives any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process brought in any other manner permitted by applicable Lawsuch court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that Notes shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania New York. (ib) are mandatorily applicable Each of the Obligors hereby irrevocably and unconditionally submits, for itself and its property, to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive nonexclusive jurisdiction of any federal New York State court or state Federal court located within of the State United States of Delaware over America sitting in New York County, and any dispute appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the transactions contemplated hereby and each party Obligors hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State Court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeFederal court. Each of the parties hereto Obligors agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties further agrees Obligors hereby irrevocably appoints Xxxxxxxx & Xxxxxxx, with an office at 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 X.X.X., as its agent to receive on its behalf service of copies of the summons and complaint and any other process that notice may be served in any such action or proceeding. If the appointment of Xxxxxxxx & Xxxxxxx as provided herein agent pursuant to the preceding sentence shall constitute sufficient at any time cease to be effective as to any Obligor or Xxxxxxxx & Xxxxxxx shall cease to have an office in New York County, each of the Obligors shall immediately appoint another Person having an office in New York County and otherwise acceptable to the Lender to accept service of process on its behalf. Subject to the foregoing and each to paragraph (c) below, nothing in this Agreement or any other Loan Document shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any other party hereto in the courts of the parties hereby waive any argument that such service is insufficient. jurisdiction. (c) Each of the parties Obligors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assertthe laying of venue of any suit, 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 other Loan Document in any New York State or Federal court and the transactions contemplated hereby, (a) any claim that it is not personally subject defense of an inconvenient forum to the jurisdiction maintenance of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought and any immunity from jurisdiction of any court or from any legal process with respect to itself or its property. (d) Each of the Obligors agrees that service of process may be made on it by personal service of a copy of the summons and complaint or other legal process in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improperproceeding, or by registered or certified mail (iiipostage prepaid) this Agreementto its address specified in Section 9.02, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in by any other manner permitted by method of service provided for under the applicable Lawlaws in effect in the State of New York.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America for the Southern District of New York, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for the maintenance of Lender from obtaining jurisdiction over such dispute. Grantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except (a) This Agreement and each other Transaction Agreement and all Proceedings (whether at Law, in contract, tort or otherwise, or in equity) that may be based upon, arise out of or relate to this Agreement, or any other Transaction Agreement or the extent that negotiation, execution or performance of this Agreement or any other Transaction Agreement or the inducement of any party to enter into any Transaction Agreement, whether for breach of contract, tortious conduct or otherwise, and whether now existing or hereafter arising (each, a “Transaction Dispute”), shall be governed by and enforced in accordance with the internal laws of the State of Pennsylvania (i) are mandatorily Delaware applicable to Contracts made and performed in such State without giving effect to any Law or rule that would cause the Merger or (ii) govern the fiduciary duties Laws of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of any jurisdiction other than the State of Delaware. Delaware to be applied. (b) The parties hereto Parties hereby irrevocably submit to the non-exclusive jurisdiction the U.S. District Court for the District of any Delaware (where federal jurisdiction exists) or state court located within the Court of Chancery of the State of Delaware sitting in the New Castle County (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts, in each case, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby Transaction Dispute and each party Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may Transaction Dispute shall be heard and determined in such courts. The parties Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that which they may now or hereafter have to the laying of venue of any such dispute Transaction Dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeTransaction Dispute. Each of the parties hereto Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Xxx. (c) Each of the parties further agrees that notice as provided herein shall Parties hereby consents to process being served by any Party to this Agreement in any Proceeding by the delivery of a copy thereof in accordance with the provisions of Section 9.2 other than by electronic mail. (d) The foregoing consent to jurisdiction will not constitute sufficient submission to jurisdiction or general consent to service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of purpose except with respect to any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawTransaction Dispute.

Governing Law; Submission to Jurisdiction. Except to the extent that the Waiver of ---------------------------------------------------- Jury Trial; Waiver of Damages. ----------------------------- (a) The laws of the State of Pennsylvania New York shall govern this Note Pledge Agreement without regard to principles of conflicts of laws. (ib) are mandatorily applicable to The Pledgor agrees that the Merger Trustee shall, in its capacity as Trustee or (ii) govern in the fiduciary duties of the Company Board, this Agreement shall be governed by name and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction on behalf of any federal or state court located within Holder of Notes, have the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveright, to the fullest extent permitted by applicable Lawlaw, to proceed against the Pledgor or its property in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or its property, as the case may be) to enable the Trustee to realize on such property, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in which the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection that they may now or hereafter have to the laying of venue or based on the grounds of forum non conveniens. (c) The Pledgor and the Trustee each waive any such dispute brought right to have a jury participate in such resolving any dispute, whether sounding in contract, tort, or otherwise arising out of, connected with, related to or incidental to the relationship established between them in connection with this Note Pledge Agreement. Instead, any disputes resolved in court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto will be resolved in a bench trial without a jury. (d) The Pledgor agrees that a judgment neither the Trustee nor any Holder of Notes shall have any liability to the Pledgor (whether sounding in any such dispute may be enforced tort, contract or otherwise) for losses suffered by the Pledgor in other jurisdictions by suit on the judgment connection with, arising out of, or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesway related to, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to and the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) relationship established by this Note Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the subject matter hereofTrustee or such Holder of Notes, as the case may not be enforced in be, that such courts. Nothing in this Agreement shall effect losses were the right result of any party to this Agreement to serve process in any other manner acts or omissions on the part of the Trustee or such Holder of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (e) To the extent permitted by applicable Lawlaw, and except as otherwise provided in this Note Pledge Agreement, the Pledgor waives all rights of notice and hearing of any kind prior to the exercise by the Trustee or any Holder of Notes of rights during the continuance of any Event of Default to repossess the Collateral with judicial process or to replevy, attach or levy upon the Collateral or other security for the Obligations. To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee or any Holder of Notes in connection with any judicial process or proceeding to obtain possession of replevy, attach or levy upon the Collateral or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Trustee or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Note Pledge Agreement or any other agreement or document between the Pledgor on the one hand and the Trustee and/or the Holders of Notes on the other hand.

Governing Law; Submission to Jurisdiction. Except This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement (the “Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of DelawareNew York. The parties hereto hereby irrevocably submit to Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the non-exclusive jurisdiction courts of any federal or state court located within the State of Delaware New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Underwriters and the Company consents to jurisdiction of such courts and personal service with respect thereto. The Company irrevocably appoints Xxxxx Xxxxxx, with offices at 000 Xxxxxx Xxxxxx, Xxxxx 0, Xxx Xxxxxxxxx, XX 00000 (and any dispute successors), as its authorized agent upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 14, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Underwriters and the Company hereby consents to personal jurisdiction, service and venue 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 hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suitindemnified party. EACH OF THE UNDERWRITERS AND THE COMPANY (ON ITS BEHALF AND, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveTO THE EXTENT PERMITTED BY APPLICABLE LAW, to the fullest extent permitted by applicable LawON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputePROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each of the parties hereto Underwriters and the Company agrees that a final judgment in any such dispute action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each of the Underwriters and the Company, respectively, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject courts to the jurisdiction of which each of the courts in Underwriters and the State of Delaware as described herein for any reason; (b) that it Company, respectively, is or its property is exempt or immune from the jurisdiction of any may be subject, by suit upon such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (ia) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby New York applicable to contracts made and to be performed entirely within such State. (b) Each of the Company and the Investor (each a "Party") irrevocably submit submits to the non-exclusive in personam jurisdiction of any New York State or United States federal or state court located within sitting in the State Borough of Delaware Manhattan, The City of New York, over any dispute suit, action or proceeding arising out of or relating to this Agreement the Transaction Documents. To the full extent it may effectively do so under applicable law, each Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any of the transactions contemplated hereby and each party hereby irrevocably agrees claim that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, it is not subject to the fullest extent permitted by applicable Lawin personam jurisdiction of any such court, any objection that they it may now or hereafter have to the laying of the venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improperbrought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iiic) Each Party agrees, to the full extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (b) of this AgreementSection 11.8 brought in any such court shall be conclusive and binding upon such Party, or the subject matter hereofto rights of appeal, and may not be enforced in the courts of the United States or the State of New York (or any other courts to the jurisdiction of which such courtsParty is or may be subject) by a suit upon such judgment. (d) Each Party consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (b) of this Section 11.8 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of such Party specified in Section 11.1 or at such other address of which the other Party shall then have been notified pursuant to said Section. Without limiting the foregoing, the Company hereby appoints, in the case of any such suit, action or proceeding brought in the courts of or in the State of New York, CT Corporation, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, to receive, for it and on its behalf, service of process in the State of New York with respect thereto. Each Party agrees that such service upon receipt by it or its agent, as the case may be, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to such Party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (e) Nothing in this Agreement Section 11.8 shall effect affect the right of any party to this Agreement Party to serve process in any other manner permitted by applicable Lawlaw, or limit any right that such Party may have to bring proceedings against the other Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgement obtained in one jurisdiction in any other jurisdiction. (f) Each Party waives trial by jury in any action brought on or with respect to the Transaction Documents or any other document executed in connection therewith.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that the laws other Loan Documents any claims, controversy, dispute or cause of the State of Pennsylvania action (iwhether in contract or tort or otherwise) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Boardbased upon, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and each party thereby shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York. (b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York County, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveDistrict Court or such New York state court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeappellate court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Parent, the Borrower or their respective properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by applicable law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought court. (d) Each party to this Agreement irrevocably consents to the service of process 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 manner provided for notices in such courtsSection 10.2. Nothing in this Agreement shall effect or in any other Loan Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Submission to Jurisdiction. Except to This Fifth Supplemental Indenture and the extent that Notes shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania (i) are mandatorily New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal Federal or state State court located within in the State Borough of Delaware over Manhattan in The City of New York, New York in any dispute suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any of the transactions contemplated hereby Notes and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action suit or proceeding related thereto may be heard and determined in any such courtscourt. The parties hereby Company irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute suit, action or proceeding brought in such a court and any claim that any suit, action or any defense of proceeding brought in such a court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto The Company agrees that a final judgment in any such dispute suit, action or proceeding brought in such a court may be enforced in other jurisdictions the courts of any jurisdiction to which the Company is subject by a suit on the judgment or in any other manner upon such judgment, provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of is effected upon the parties hereby waive any argument that such service is insufficient. Each of Company in the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion manner specified herein or as a defense, counterclaim otherwise permitted by law. To the extent that the Company has or otherwise, in hereafter may acquire any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune immunity 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 judgmentexecution, execution of judgment executor or otherwise); and ) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law. The Company hereby appoints CT Corporation, with offices on the date hereof at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (cthe “Authorized Agent”) that (i) the upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein that may be instituted in any State or U.S. federal court in the Borough of Manhattan in The City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court is brought in an inconvenient forum, (ii) the venue respect of any such suit, action or proceeding is improperproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, or (iii) this Agreementand the Company agrees to take any and all action, or including the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right filing of any party and all documents, that may be necessary to this Agreement to serve 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 applicable Lawevery respect, effective service of process upon the Company.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws Venue; Waiver of the State of Pennsylvania Jury Trial. (ia) are mandatorily applicable to the Merger THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Credit Document may be brought in the courts of the transactions contemplated hereby State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each party Borrower hereby irrevocably agrees that all claims accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveby the mailing of copies thereof by registered or certified mail, postage prepaid, to it, to the fullest extent located outside New York City, or by hand, to the extent located within New York City, at its address for notices pursuant to Section 12.03, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Administrative Agent or any Lender to serve process in any manner permitted by applicable Law, law or to commence legal proceedings or otherwise proceed against each Borrower in any other jurisdiction. (b) Each Borrower hereby irrevocably and unconditionally waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment courts referred to in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties clause (a) above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. (iid) Each Borrower hereby irrevocably designates, appoints and empowers the venue Service of Process Agent, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding is improperreferred to in clause (a) above. If for any reason such designee, or (iii) appointee and agent shall cease to be available to act as such, each Borrower agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Agreement, or provision reasonably satisfactory to the subject matter hereof, may not be enforced in such courts. Nothing in Administrative Agent under this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawagreement.

Governing Law; Submission to Jurisdiction. Except This Agreement, and all matters arising out of or relating to this Agreement and any of the extent that 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 Pennsylvania (i) are mandatorily Delaware applicable to contracts made and to be performed entirely in such state (without giving effect to the Merger or (ii) govern the fiduciary duties conflicts of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delawarelaw provisions thereof). The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within of competent civil jurisdiction sitting in the State of Delaware over any dispute action arising out of or relating to in connection with this Agreement or any of the transactions contemplated hereby or related to any matter which is the subject of this Agreement and each party hereto hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable Law, waive any objection that which they may now or hereafter have to the laying of venue of any such dispute action brought in such court or any defense of claim that such action brought in such court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a judgment in any such dispute action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawany applicable Legal Requirement. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not consents to assert, process being served by way of motion or as a defense, counterclaim or otherwise, any party to 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to hereby or the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction enforcement of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) rights under this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW). 104 (b) Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment in respect thereof may be brought in the extent that the laws courts of the State of Pennsylvania (i) are mandatorily applicable to the Merger New York or (ii) govern the fiduciary duties of the Company BoardUnited States of America for the Southern District of New York, and, by execution and delivery of this Agreement shall be governed by Agreement, each Borrower and construed CarrAmerica LP hereby accepts for itself and in accordance with the laws respect of the State of Delaware. The parties hereto hereby irrevocably submit to its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any federal or state court located within thereof. Each Borrower and CarrAmerica LP irrevocably consents to the State service of Delaware over any dispute arising process out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims aforementioned courts in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveby the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by applicable Law, Borrower or CarrAmerica LP at its address set forth below. Each Borrower and CarrAmerica LP hereby irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan Document brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties courts referred to above and hereby further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is that any such action or proceeding brought in any such court has been 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 such courts. Nothing in this Agreement herein shall effect affect the right of the Lead Agent, any party to this Agreement Bank or any holder of a Note to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against the Borrowers or CarrAmerica LP in any other jurisdiction.

Governing Law; Submission to Jurisdiction. Except to This Second Supplemental Indenture and the extent that Notes shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania (i) are mandatorily New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal Federal or state State court located within in the State Borough of Delaware over Manhattan in The City of New York, New York in any dispute suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or any of the transactions contemplated hereby Notes and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action suit or proceeding related thereto may be heard and determined in any such courtscourt. The parties hereby Company irrevocably waivewaives, to the fullest extent permitted by applicable Lawlaw, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute suit, action or proceeding brought in such a court and any claim that any suit, action or any defense of proceeding brought in such a court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto The Company agrees that a final judgment in any such dispute suit, action or proceeding brought in such a court may be enforced in other jurisdictions the courts of any jurisdiction to which the Company is subject by a suit on the judgment or in any other manner upon such judgment, provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of is effected upon the parties hereby waive any argument that such service is insufficient. Each of Company in the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion manner specified herein or as a defense, counterclaim otherwise permitted by law. To the extent that the Company has or otherwise, in hereafter may acquire any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune immunity 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 judgmentexecution, execution of judgment executor or otherwise); and ) with respect to itself or its property, the Company hereby irrevocably waives such 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 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their authorized agent (cthe “Authorized Agent”) that (i) the upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein that may be instituted in any State or U.S. federal court in the Borough of Manhattan in The City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court is brought in an inconvenient forum, (ii) the venue respect of any such suit, action or proceeding is improperproceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, or (iii) this Agreementand the Company agrees to take any and all action, or including the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right filing of any party and all documents, that may be necessary to this Agreement to serve 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 applicable Lawevery respect, effective service of process upon the Company.

Governing Law; Submission to Jurisdiction. Except to This Guaranty and the extent that rights and obligations of the laws Guarantor and the Bank under this Guaranty shall be governed by, and construed and interpreted in accordance with, the law of the State of Pennsylvania New York. The Guarantor hereby irrevocably (i) are mandatorily applicable submits to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal New York State or state Federal court located within sitting the City, County and State of Delaware over New York in any dispute action or proceeding arising out of or relating to this Agreement Guaranty or any of the transactions contemplated hereby and each party hereby irrevocably Obligations, (ii) agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State or, to the extent permitted by law, Federal court, (iii) waives, to the fullest extent permitted by applicable Lawthe Guarantor may legally and effectively do so, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of an inconvenient forum for the to maintenance of such disputeaction or proceeding and (iv) irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Guarantor at the address shown below adjacent to the Guarantor’s signature. Each of the parties hereto The Guarantor agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each Nothing herein shall affect the right of the parties further agrees that notice as provided herein shall constitute sufficient service of Bank to serve legal process and each in any other manner permitted by law or affect the right of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not Bank to assert, by way of motion or as a defense, counterclaim or otherwise, in bring any action or proceeding arising out of or relating to this Agreement against the Guarantor or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of Guarantor’s property in the courts in of other jurisdictions. To the State of Delaware as described herein for extent that the Guarantor has or hereafter may acquire any reason; (b) that it or its property is exempt or immune immunity from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise); ) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty to the fullest extent the Guarantor may legally and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Laweffectively do so.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger This Agreement and all disputes or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute controversies arising out of or relating to this Agreement or any shall be governed by, and construed in accordance with, the internal laws of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect State of such dispute or any suitDelaware, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, without regard to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying principals of venue conflicts of laws of any such dispute brought in such court or any defense jurisdiction that would cause application of inconvenient forum for the maintenance laws of such disputea jurisdiction other than Delaware. Each of the parties hereto Company and each Registered Holder agrees that a judgment in it shall bring any such dispute may be enforced in other jurisdictions by suit on the judgment or in litigation with respect to any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 claim arising out of or relating related to this Agreement or Agreement, exclusively in the transactions contemplated herebyDelaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, (a) any claim that it is not personally subject to the jurisdiction Federal courts of the courts United States of America sitting in the State of Delaware as described herein for any reason; Delaware) (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) that it or its property is exempt or immune from the jurisdiction of waives any objection to laying venue in any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, 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 Registered Holder, (d) agrees that service of process in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding shall be effective if notice is improper, or (iii) given in accordance with Section 8.7 of this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing although nothing contained in this Agreement shall effect affect the right of any party to this Agreement to serve process in any other manner permitted by applicable 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, (i) nothing in this Section 8.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each of the Company and each Registered Holder agrees that the Company or any Registered Holder may seek to record, register or enforce any judgment issued by a Chosen Court in any jurisdiction in the world and before or with any court, tribunal or other government or judicial body and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction or body.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any , regardless of the transactions contemplated hereby laws that might otherwise govern under applicable conflicts of law principles. Each of Acquiror and each party hereby irrevocably Xxxxxxxxxxx agrees that all claims a final judgment in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each of the parties further hereto (a) consents to submit himself, herself or itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (the “Chosen Courts”), with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the actions contemplated hereby, (b) agrees that notice as provided herein shall constitute sufficient service of process he, she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, and each of the parties hereby waive (c) agrees that he, she or it will not bring any argument that action arising out of, relating to or in connection with this Agreement or any actions contemplated by this Agreement in any court other than any such service is insufficientChosen Court. Each of the parties hereby hereto irrevocably and unconditionally waiveswaives any objection to the laying of venue of any claim, and agrees not to assertaction, by way of motion suit, litigation, arbitration, proceeding or as a defensegovernmental or administrative investigation, counterclaim audit, inquiry or otherwise, in any action or proceeding (“Legal Proceeding”) arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts hereby in the State of Delaware as described herein for any reason; (b) that it Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead 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 (c) that (i) the suit, action or proceeding claim in any such court is Chosen Court that 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 process, (ii) summons, notice or document by U.S. registered mail to the venue respective addresses set forth in Section 5.04 shall be effective service of such suitprocess for any proceeding arising out of, action relating to or proceeding is improper, or (iii) in connection with this Agreement, Agreement or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawactions contemplated hereby.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any Loan Document shall be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America located in the Borough of Manhattan, New York, and, by execution and delivery of this Agreement, each party hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each party hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court or respective jurisdictions. This (c) Each party hereby irrevocably consents to the service of process of any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each party hereby (i) irrevocably and unconditionally waives, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certifies that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers; and (iv) acknowledges that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania Integration. (i1) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company BoardTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE DEBTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA AND OF ANY NORTH CAROLINA STATE COURT SITTING IN MECKLENBURG COUNTY, this Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNORTH CAROLINA FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties hereto Debtor hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waivewaives, to the fullest extent permitted by applicable Lawit may effectively do so, any objection that they which it may now or hereafter have to the laying of the venue of any such dispute proceeding brought in such a court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced proceeding brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in any such a court is has been 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 such courts. Nothing in this Agreement Section 8.5 shall effect affect the right of the Company to bring any party action or proceeding against the Debtor or its property in the courts of other jurisdictions. (2) This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to this the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to serve the subject matter hereof superseding all prior oral or written understandings. (3) The Debtor and the Servicer each hereby appoints Luthxx X. Xxxxx xx the authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, the other manner permitted Transaction Documents to which such person is a party or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Western District of North Carolina and of any North Carolina State court sitting in Mecklenburg County, North Carolina by applicable Lawthe Company, the Agent, any Bank Investor, the Collateral Agent or any assignee of any of them.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (b) Each of the State of Pennsylvania parties hereto hereby (i) are mandatorily applicable expressly and irrevocably submits and consents to the Merger jurisdiction of any State or Federal court located in the Borough of Manhattan, and any appellate court having jurisdiction over appeals from any of such courts, in any action to resolve any controversy or claim arising out of this Agreement, (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined decided in any such courts. The parties hereby court, (iii) irrevocably waivewaives, to the fullest extent permitted by applicable Lawit may effectively do so, the defense of an inconvenient forum, (iv) irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any objection that they it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any such dispute brought in such court, (v) to the extent the Borrower has or hereafter may acquire any immunity (sovereignty or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any defense legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of inconvenient forum its property, the Borrower irrevocably waives and agrees not to plead or claim such immunity in respect of its Obligations under this Agreement, and (vi) consents to the service of process by registered or certified mail (or any substantially similar form of mail), postage prepaid and return receipt requested, or by personal service within or without the State of New York, at the address for the maintenance of such disputenotices referred to in Section 9.06. Each of the parties hereto agrees that a A final judgment in any such dispute action shall be conclusive and may be enforced in other jurisdictions by suit jurisdictions. Furthermore, each party hereby submits to the competent courts of its corporate domicile in any action or proceeding against it in connection with this Agreement. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other competent jurisdiction. (c) The Borrower hereby irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the judgment date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its properties, service of process that may be served in any such action. Service upon the Process Agent shall be deemed to be personal service on the Borrower and shall be legal and binding upon the Borrower for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower, or any failure on the part of the Borrower to receive the same. The Borrower agrees that it shall at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its properties, and, in the event that for any reason the Process Agent shall not serve as agent for the Borrower to receive service of process in the State of New York on its behalf, the Borrower shall promptly appoint a successor satisfactory to the Intercreditor Agent so to serve, advise the Intercreditor Agent thereof, and deliver to the Intercreditor Agent evidence in writing of the successor agent's acceptance of such appointment. Nothing herein shall affect the right of any party to effect service of process in any other manner provided permitted by applicable Law. Each of . (d) To the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of extent the parties hereby 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 otherwiseBorrower may, in any action or proceeding arising out of or relating to this Agreement brought in Mexico or the transactions contemplated herebyelsewhere, (a) any be entitled under applicable Law to require or claim that it is any Secured Party post security for costs or take similar action, the Borrower hereby irrevocably waives and agrees not personally subject to claim the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue benefit of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawentitlement.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger This Agreement and all disputes or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute controversies arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be governed by, and each party hereby irrevocably agrees that all claims construed in respect accordance with, the internal laws of such dispute or any suitthe State of Delaware, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, without regard to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue laws of any such dispute brought in such court or any defense other jurisdiction that might be applied because of inconvenient forum for the maintenance conflicts of such disputelaws principles of the State of Delaware. Each of the parties hereto irrevocably agrees that a judgment 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 determined in the Court of Chancery of the State of Delaware, (or, if such court 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 dispute may be enforced court in other jurisdictions by suit on the judgment or in any other manner provided by LawDelaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; , (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Submission to Jurisdiction. Except to This Agreement shall be construed in accordance with, and governed by, the extent that the internal laws of the State of Pennsylvania New York as permitted by Section 5-401 of the New York General Obligations Law (or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Guarantor hereby irrevocably and unconditionally: (i) are mandatorily applicable submit itself and its properties in any legal action or proceeding relating to this Agreement and the Ancillary Agreements to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Merger or (ii) govern the fiduciary duties general jurisdiction of the Company Board, this Agreement shall be governed by and construed in accordance with the laws Courts of the State of Delaware. The parties hereto hereby irrevocably submit to New York, the non-exclusive jurisdiction courts of the United States of America for the Southern District of New York, and appellate courts of any federal or state court located within the State of Delaware over thereof; (ii) consents that any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined brought in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, courts and waives any objection that they 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 for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iiiii) the venue agrees that service of process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in or determined pursuant to Section 10 or at such other address of which the Holders shall have been notified pursuant thereto; (iv) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 9(f) any punitive or exemplary damages and any damages which are not proximately caused by or the reasonably foreseeable result of the breach which is improperthe subject of such action or proceeding; The Guarantor hereby acknowledges that: (v) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the Ancillary Agreements; (vi) the Holders do not have any fiduciary relationship with or (iii) duty to the Guarantor arising out of or in connection with this Agreement, or the subject matter hereofAncillary Agreements; and (vii) no joint venture or partnership exists between the Holders, may not be enforced in such courtson the one hand, and the Guarantor, on the other hand, and the relationship of the Guarantor and the Holders is that of, inter alia, debtor and creditor. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawTHE GUARANTOR, EACH SUBSIDIARY OF THE GUARANTOR AND THE HOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND FOR ANY COUNTERCLAIM THEREIN. THIS AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

Governing Law; Submission to Jurisdiction. Except to (a) This Agreement and the extent that the laws other Loan Documents any claims, controversy, dispute or cause of the State of Pennsylvania action (iwhether in contract or tort or otherwise) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Boardbased upon, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and each party thereby shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York. (b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York county, and of any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveDistrict Court or such New York state court or, to the fullest extent permitted by applicable Lawlaw, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeappellate court. Each of the parties hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction fullest extent permitted by applicable law, the defense of an inconvenient forum to the courts in the State maintenance of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought court. (d) Each party to this Agreement irrevocably consents to the service of process 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 manner provided for notices in such courtsSection 10.2. Nothing in this Agreement shall effect or in any other Loan Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Submission to Jurisdiction. Except to All questions concerning the extent that the laws construction, validity, enforcement and interpretation of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this Agreement Purchase Option shall be governed by and construed and enforced in accordance with the internal laws of the State of DelawareNew York, without regard to the principles of conflicts of law thereof. The parties Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Purchase Option and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submit submits to the non-exclusive jurisdiction of any federal or state court located within the State New York Courts for the adjudication of Delaware over any dispute arising out of hereunder or relating to this Agreement in connection herewith or with any of the transactions transaction contemplated hereby or discussed herein, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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, assert in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyProceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) New York Court, or that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process Proceeding has been commenced in such courts (whether through an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of notice, attachment prior process and consents to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding process being served in any such court is brought Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in an inconvenient forum, (ii) the venue effect for notices to it under this Purchase Option and agrees that such service shall constitute good and sufficient service of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courtsprocess and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall effect the any way any right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Option or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Purchase Option, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

Governing Law; Submission to Jurisdiction. Except to This Agreement shall be governed by, and construed in accordance with, the extent that the laws Laws of the State of Pennsylvania (i) are mandatorily Delaware applicable to the Merger or (ii) govern the fiduciary duties contracts executed in and to be performed entirely within that State, regardless of the Company BoardLaw that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement, this Agreement and the rights and obligations arising hereunder, shall be governed by brought and construed determined exclusively in accordance with the laws Delaware Court of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of Chancery and any federal or state appellate court located therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any dispute arising out state or federal court within the State of Delaware) (the “Delaware Courts”). Each of the parties hereto consents to 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 personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such court other than the aforesaid courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement or the transactions contemplated herebyAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts in the State of Delaware as described herein for any reason; (b) reason other than the failure to serve in accordance with this Section 15, 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 (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper, improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Agreement Section 15 is solely for the purposes referred to in this Section 15 and shall effect not be deemed to be a general submission to such courts or in the right State of any party to this Agreement to serve process in any Delaware other manner permitted by applicable Lawthan for such purpose.

Governing Law; Submission to Jurisdiction. Except to This Note shall be construed in accordance with, and governed by, the extent that the internal laws of the State of Pennsylvania New York as permitted by Section 5-401 of the New York General Obligations Law (or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company hereby irrevocably and unconditionally: (i) are mandatorily applicable submits itself and its properties in any legal action or proceeding relating to this Note, the Securities Purchase Agreement and the Ancillary Agreements to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Merger or (ii) govern the fiduciary duties general jurisdiction of the Company Board, this Agreement shall be governed by and construed in accordance with the laws Courts of the State of Delaware. The parties hereto hereby irrevocably submit to New York, the non-exclusive jurisdiction courts of the United States of America for the Southern District of New York, and appellate courts of any federal or state court located within the State of Delaware over thereof; (ii) consents that any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined brought in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, courts and waives any objection that they 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 for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iiiii) the venue agrees that service of process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in or delivered pursuant to Section 21 or at such other address of which the Holders shall have been notified pursuant thereto; (iv) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 19 any punitive or exemplary damages and any damages which are not proximately caused by or the reasonably foreseeable result of the breach which is improperthe subject of such action or proceeding. The Company hereby acknowledges that: (v) it has been advised by counsel in the negotiation, execution and delivery of this Note, the Securities Purchase Agreement and the Ancillary Agreements; (vi) the Holders do not have any fiduciary relationship with or (iii) duty to the Company arising out of or in connection with this Note, the Securities Purchase Agreement, or the subject matter hereofAncillary Agreements; and (vii) no joint venture or partnership exists between the Holders, may not be enforced in such courtson the one hand, and the Company, on the other hand and the relationship of the Company and the Holders is that of inter alia, debtor and creditor. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawTHE COMPANY AND THE HOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE SECURITIES PURCHASE AGREEMENT, THE ANCILLARY AGREEMENTS AND FOR ANY COUNTERCLAIM THEREIN. THIS NOTE, THE SECURITIES PURCHASE AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

Governing Law; Submission to Jurisdiction. Except to This Warrant shall be construed in accordance with, and governed by, the extent that the internal laws of the State of Pennsylvania New York as permitted by Section 5-401 of the New York General Obligations Law (ior any similar successor provision) are mandatorily applicable without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company hereby irrevocably and unconditionally: (a) submits itself and its properties in any legal action or proceeding relating to this Agreement and the Ancillary Agreements to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the Merger or (ii) govern the fiduciary duties general jurisdiction of the Company Board, this Agreement shall be governed by and construed in accordance with the laws Courts of the State of Delaware. The parties hereto hereby irrevocably submit to New York, the non-exclusive jurisdiction courts of the United States of America for the Southern District of New York, and appellate courts of any federal or state court located within the State of Delaware over thereof; (b) consents that any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined brought in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, courts and waives any objection that they 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 for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue agrees that service of process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in or determined pursuant to Section 8.2 or at such other address of which the Holders shall have been notified pursuant thereto; (d) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10 any punitive or exemplary damages and any damages which are not proximately caused by or the reasonably foreseeable result of the breach which is improperthe subject of such action or proceeding. The Company hereby acknowledges that: (e) it has been advised by counsel in the negotiation, execution and delivery of this Warrant, the Securities Purchase Agreement and the Ancillary Agreements; (f) the Holders do not have any fiduciary relationship with or (iii) duty to the Company arising out of or in connection with this Agreement, or the subject matter hereofAncillary Agreements; and (g) no joint venture or partnership exists between the Holders, may not be enforced in such courtson the one hand, and the Company, on the other hand, and the relationship of the Company and the Holders is that of, inter alia, debtor and creditor. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawTHE COMPANY AND THE HOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND FOR ANY COUNTERCLAIM THEREIN. THIS AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

Governing Law; Submission to Jurisdiction. Except to the extent that (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State state of Pennsylvania New York. (ib) are mandatorily applicable to the Merger Any legal action or (ii) govern the fiduciary duties of the Company Board, this Agreement shall be governed by and construed in accordance proceeding with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the courts of the transactions contemplated hereby State of New York or of the United States of America for the Southern District of New York, and each party of the Lenders, the Administrative Agent and the Grantors hereby irrevocably agrees that all claims accepts for itself and (to the extent permitted by law) in respect of such dispute or any suitits Property, action or proceeding related thereto may be heard generally and determined in such unconditionally, the jurisdiction of the aforesaid courts. The parties Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably waivewaives any objection, to the fullest extent permitted by applicable Lawincluding, without limitation, any objection that they to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any such dispute brought action or proceeding in such court respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any defense of inconvenient forum for the maintenance of Lender from obtaining jurisdiction over such dispute. Grantor in any court otherwise having jurisdiction. (c) Each of the parties hereto agrees that a judgment Lenders, the Administrative Agent and the Grantors irrevocably consents to the service of process of any of the aforementioned courts in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby 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 by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to such Person at the address specified on its signature page of this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Credit Agreement, or the subject matter hereofas applicable, may not be enforced in such courtsservice to become effective thirty (30) days after such mailing. Nothing in this Agreement herein shall effect affect the right of the Administrative Agent or any party to this Agreement Lender or any holder of a Note or Grantor to serve process in any other manner permitted by applicable Lawlaw or to commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor, the Administrative Agent and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 11.11.

Governing Law; Submission to Jurisdiction. Except to the extent that Appointment of Process Agent ----------------------------------------------------------------------- 1. The terms of this Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Pennsylvania (i) are mandatorily applicable New York without regard to the Merger or (ii) govern the fiduciary duties principles of the Company Board, this Agreement shall be governed by and construed in accordance with the laws conflicts of the State of Delawarelaw. 2. The parties hereto hereby irrevocably submit With respect to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard relating to this Agreement or the transactions contemplated hereby, Premium irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and, if such Court lacks subject matter jurisdiction, to the Supreme Court of the State of New York, County of New York, and determined if such Courts lack subject matter jurisdiction, to the U.S. District Court for the Southern District of Florida or if such Court lacks subject matter jurisdiction, in such courts. The parties hereby irrevocably waivethe courts of general jurisdiction in Dade County, Miami, Florida; and (ii) waives, to the fullest extent permitted by applicable Lawlaw, any objection that they or immunities to jurisdiction which Premium may now or hereafter have at any time (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties hereby waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivessuit, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) or any judgment entered by any court in respect hereof brought in any such court, waives any claim that any such suit, action or proceeding has been brought in an inconvenient forum and further waives the right to object with respect to any such suit, action or proceeding that such court does not have any jurisdiction over it. Premium agrees that it is will not personally subject to institute an actiox xx xxy court except as contemplated by the jurisdiction foregoing. Notwithstanding the foregoing, nothing contained herein shall limit or impair the right of the courts Investor to institute any suit, action, motion or proceeding in any other court of competent jurisdiction, nor shall the State of Delaware as described herein for any reason; (b) that it or its property is exempt or immune from the jurisdiction taking of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) the suit, action or proceeding in one or more jurisdictions preclude the taking of proceedings in any such court is brought in an inconvenient forumother jurisdiction, (ii) the venue of such suit, action whether concurrently or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courtsnot. 3. Nothing in this Agreement shall effect be deemed to constitute a general consent to service of process or the in personam jurisdiction of the United States District Court for the Southern District of New York, County of New York, the Supreme Court of the State of New York, the U.S. District Court for the Southern District of Florida or the courts of general jurisdiction in Dade County, Miami, Florida for legal actions or proceedings not related to the transactions contemplated by this Agreement. 4. Premium irrevocably appoints the following agent to receive, for it and on its behalf, service of process in any suit, action or proceeding relating to this Agreement: Proskauer Rose LLP, 1585 Broadway, New York, NY 10019, Fax: 212.969.2900, Xxxx: Xxxxx X. Xxxxx. Xx xxx any reason Premium's procesx xxxxx xx xxxble to act as such, Premium will promptly notify the Investor and within thirty (30) days appoint a substitute process agent acceptable to the Investor. Nothing in this Agreement will affect the right of any party to this Agreement the Investor to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Submission to Jurisdiction. Except to the extent that the laws of the State of Pennsylvania (i) are mandatorily applicable to the Merger or (ii) govern the fiduciary duties of the Company Board, this This Agreement shall be governed by by, interpreted, construed and construed enforced in accordance with the laws of the State of Delaware. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction Any and all claims, controversies and causes of any federal or state court located within the State of Delaware over any dispute action arising out of or relating to this Agreement 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 conflict-of- laws or other rules that would result in the application of the laws or statutes of limitations of a different jurisdiction. Each of the parties hereto (i) irrevocably consents to 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 general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court 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 the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it 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 and each party hereby irrevocably agrees that all claims in respect of such dispute or any suitwill be brought, action or proceeding related thereto may be heard tried and determined only in such courts. The parties hereby the Chosen Courts; (v) irrevocably waive, to the fullest extent permitted by applicable Law, and unconditionally waives any objection that they it may now or hereafter have to the laying of venue of any such dispute Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in such an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any defense of inconvenient forum for Legal Proceeding relating to this Agreement or the maintenance of such disputetransactions contemplated hereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment in any such dispute Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each The parties hereto agree that any violation of the parties further agrees that notice as provided herein this Section 10 shall constitute sufficient service a material breach of process and each of the parties hereby 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 the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason; (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in such courts. Nothing in this Agreement shall effect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawconstitute irreparable harm.