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

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the laws internal Laws of the State of DelawareFlorida, without consideration regard to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTthereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Agreement or the parties transactions contemplated by this Agreement (whether brought against a Party hereto expressly or his or its respective Affiliates, directors, officers, securityholders, members, employees or agents) shall be commenced exclusively in the state or federal courts sitting in the Miami-Dade County, Florida. Each Party hereto hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State of New York Miami-Dade County, Florida for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to the interpretation or enforcement of this Agreement. Each of the parties hereto ), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper any such court or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction Proceeding is required to enforce the rights of the Company under this Agreementimproper. The parties Each Party hereto hereby consent to irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtTO THE FULLEST EXTENT PERMITTED BY LAW, including all injunctions and other decreesTHE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, may be filedINCLUDING, and will be binding and enforceableWITHOUT LIMITATION, in all jurisdictionsCONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Except as otherwise provided in Section 7IN THE EVENT OF LITIGATION, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with, the laws of the state of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Delaware. (b) Any dispute relating hereto shall be heard first in the Delaware Court of Chancery, and, if applicable, in any state or federal court located in of Delaware in which appeal from the Court of Chancery may validly be taken under the laws of the State of Delaware (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the state of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both each of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction venue of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is Chosen Court has been brought in an inconvenient forum, that . (c) Such Persons further covenant not to bring a proceeding with respect to the venue of the suit, action or proceeding is improper Applicable Matters (or that this Agreement could affect any Applicable Matter) other than in such Chosen Court and not to challenge or the subject matter hereof may not be enforced enforce in or by such court, in each case, unless another jurisdiction is required a judgment of such Chosen Court. (d) Process in any such proceeding may be served on any Person with respect to enforce such Applicable Matters anywhere in the rights world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the Company under this Agreement. The parties hereto hereby consent to foregoing, each such Person agrees that service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except on such party as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties 6.5 shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which deemed effective service of process on such party or parties may be entitledPerson.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within such State, without consideration regard to the conflict of its choice of law provisions, and shall not be amended, modified or discharged laws principles thereof which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws of any other jurisdiction. Each of the parties hereto expressly Parties hereby irrevocably and unconditionally submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the purposes District of Delaware, and any and all suitsappellate court therefrom, actions in any action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto Parties hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 11(d). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by by, interpreted, construed and construed under enforced in accordance with the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this 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 consideration of its choice of law provisions, and shall not be amended, modified giving effect to any conflict-of-laws or discharged other rules that would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws or statutes of limitations of a different jurisdiction. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable law, but nothing in this Section 19 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, but nothing in this Section 19 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof that would result in the application of any law other than the laws of the State of Delaware. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall not constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be amended, modified or discharged deemed to limit in whole or any way any right to serve process in part except any manner permitted by an agreement in writing signed by both of the parties heretolaw. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement (i) The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by and construed under the laws of the State of Delaware applicable to contracts made and to be performed entirely within the State of Delaware, without consideration of its choice giving effect to any conflict of law provisionsprovisions thereof. (ii) Each party hereby irrevocably and unconditionally waives, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole fullest extent it may legally and exclusive jurisdiction effectively do so, any objection which it may now or hereafter have to the laying of the state and federal courts located in the State of New York for the purposes venue of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally arising out of or relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may transactions contemplated by this Agreement in any federal court sitting in Delaware, or to the extent such court does not be enforced have jurisdiction, then in any state court sitting in Delaware. Each Party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or by proceeding in any such court. (iii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed under the internal laws of the State of Delaware, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law provision or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware or any other jurisdictions) that would cause the application of the parties hereto expressly laws of any jurisdictions other than the State of Delaware. The Company and each Holder hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware, for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on or relating to this Agreement. Each under any of the parties hereto other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtssuch court, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementimproper. The parties hereto Each party hereby consent to irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mail mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law law. Nothing contained herein shall be deemed or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and operate to preclude any Holder from bringing suit or taking other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder or to enforce a judgment or other proceeding is brought for the enforcement court ruling in favor of this Agreementsuch Xxxxxx. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, or because of an alleged disputeAND AGREES NOT TO REQUEST, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 12 or in such other manner as may be permitted by applicable law, but nothing in this Section 14 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

Governing Law; Waiver of Jury Trial. This Proxy and Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Nevada without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Nevada or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Nevada. Each of the parties hereto expressly submits and (i) hereby irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Proxy and Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9 or in such other manner as may be permitted by applicable law, but nothing in this Section 13 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Proxy and Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Proxy and Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Proxy and Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS PROXY AND AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PROXY AND AGREEMENT, and will be binding and enforceableAND THE IRREOVABLE PROXY UNDER, in all jurisdictionsAND THE TRANSACTIONS CONTEMPLATED BY, THIS PROXY AND AGREEMENT. Except as otherwise provided in Section 7EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, if any legal action or other proceeding is brought for the enforcement of this AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, or because of an alleged disputeEXPRESSLY OR OTHERWISE, breachTHAT SUCH OTHER PARTY WOULD NOT, default or misrepresentation in connection with any provisions of this AgreementIN THE EVENT OF LITIGATION, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO GRANT OR ENTER INTO THIS PROXY AND AGREEMENT BY, court costs and reasonable expenses incurred in that action or proceedingAMONG OTHER THINGS, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY (a) THIS AGREEMENT AND ALL RIGHT TO TRIAL BY JURY CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN ANY LEGAL PROCEEDING CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, 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 NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. Each of the The parties hereto expressly submits and consents in advance hereby irrevocably submit to the sole and exclusive personal jurisdiction of the state and federal courts located in of the State of New York and the United States District Court for the purposes Southern District of any New York (the “Chosen Courts”) solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, or the negotiation, execution or performance hereof, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to thereto or that such action, suit or proceeding may not be brought or is not maintainable in the jurisdiction of the above-named courts, that its property is exempt Chosen Courts or immune from attachment or execution, that the suit, action or proceeding is brought in Chosen Courts are an inconvenient forum, forum or that the venue of the suitthereof may not be appropriate, action or proceeding is improper or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtChosen Courts, and the parties hereto irrevocably agree that all claims, actions, suits and proceedings or other causes of action (whether at law, in each casecontract, unless another jurisdiction is required in tort or otherwise) that may be based upon, arising out of or relating to enforce the rights this Agreement or any of the Company under this Agreement. The parties hereto hereby consent to service of process transactions contemplated by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because the negotiation, execution or performance hereof shall be heard and determined exclusively in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of an alleged disputesuch parties and, breachto the extent permitted by law, default over the subject matter of such dispute and agree that mailing of process or misrepresentation other papers in connection with any provisions of this Agreementsuch action, suit or proceeding to the successful or prevailing party or parties address set forth in Paragraph 14 shall be entitled to recover reasonable attorney’s feesvalid, court costs effective and reasonable expenses incurred in that action or proceedingsufficient service thereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in addition to any other relief to which such party or parties may be entitledAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 11.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a “Proceeding”) shall be commenced exclusively in the state and federal courts sitting in the State of Delaware. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State of New York Delaware for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties heretoNew York General Obligations Law). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly The Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Third Lien Debt Document to which the Assignor is a party by the mailing of copies of such process to the Assignor at its address specified in each caseSection 8 hereof. The Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against the enforcement Assignor or any of this Agreement, or because its Property in the courts of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER FOUNDED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, ANY OTHER INDENTURE DOCUMENT, ANY OTHER THIRD LIEN DEBT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws Law of the State of Delaware, without consideration of its choice regard to conflict of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTprinciples thereof. Each of the parties hereto expressly submits Parties to this Agreement irrevocably agrees that any legal action or proceeding with respect to this Agreement and consents the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in advance respect of this Agreement and the rights and obligations arising hereunder brought by the other Party to this Agreement or its successors or assigns, shall be brought and determined exclusively in the sole Delaware Court of Chancery and exclusive jurisdiction of the any state and federal courts located in appellate court therefrom within the State of New York for Delaware (or, if the purposes Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementfederal court within the State of Delaware). Each of the parties hereto hereby Parties to this Agreement 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 in any court other than the aforesaid courts. Each of the Parties to this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtswith respect to this Agreement, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that (iii) this Agreement Agreement, or the subject matter hereof of this Agreement, may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementcourts. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY MATTER BASED ON OR ARISING OUT OF THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 14 or in such other manner as may be permitted by applicable law, but nothing in this Section 18 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareGeorgia, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a “Proceeding”) shall be commenced exclusively in the state and federal courts sitting in the Atlanta, Georgia. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State of New York Atlanta, Georgia for the purposes adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable reimbursed by the other party for its attorney’s fees, court fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto expressly submits and (a) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9 or in such other manner as may be permitted by applicable law, but nothing in this Section 13 will affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement, (c) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court, (d) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts, (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (I) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees(II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, court costs and reasonable expenses incurred in that action or proceeding(III) IT MAKES THIS WAIVER VOLUNTARILY, in addition to any other relief to which such party or parties may be entitledAND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Waiver of Jury Trial. (a) This Agreement, the Transaction, and all claims and defenses arising out of or relating to any the Transaction or this Agreement or the formation, breach, termination or validity of any this Agreement, shall in all respects be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, New York without consideration giving effect to any conflicts of its choice Law principles of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both such state that would apply the Laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. another jurisdiction. (b) Each of the parties hereto expressly Parties irrevocably and unconditionally: (i) submits for itself and consents in advance its property to the sole and exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York for the purposes of in any and all suits, actions Action directly or other proceedings or other disputes indirectly arising out of, based on of or relating to this Agreement. Each , the Transaction, or the formation, breach, termination or validity of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined solely in such court; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the parties hereto hereby waives, venue or jurisdiction of any such Action in such court or that such court is an inconvenient forum for the Action and agrees not to assert, by way plead or claim the same; (iii) agrees that the final judgment of motion, as a defense, such court shall be enforceable in any court having jurisdiction over the relevant Party or otherwise, any of its assets; (iv) agrees that service of process in any such suitAction may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), action or proceeding brought postage prepaid, to such Party at its address as provided in such courts, any claim Section 10.1; and (v) agrees that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought nothing in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or shall affect the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required right to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to effect service of process by mail and in any other manner permitted by law or this Agreementthe applicable rules of procedure. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION OR THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. The parties acknowledge that all directions issued by the forum courtEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, including all injunctions and other decreesEXPRESSLY OR OTHERWISE, may be filedTHAT SUCH OTHER PARTY WOULD NOT, and will be binding and enforceableIN THE EVENT OF LITIGATION, in all jurisdictionsSEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 10.7. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under in accordance with the laws law of the State of Delaware, without consideration of its choice regard to the conflicts of law provisionsrules of such state that would cause the law of any other jurisdiction to apply. (b) The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware; provided that if such court does not have jurisdiction, any such action shall be brought exclusively in the United States District Court for the District of Delaware or any other state court sitting in the State of Delaware, so long as such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall not be amendeddeemed to have arisen from a transaction of business in the State of Delaware, modified or discharged in whole or in part except by an agreement in writing signed by both and each of the parties heretohereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.06 shall be deemed effective service of process on such party. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, USA, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement, and defense of this Agreement or the transactions contemplated by this Agreement (whether brought against a Shareholder hereto or his or its respective affiliates, directors, officers, securityholders, members, employees, or agents) shall not be amendedcommenced exclusively in the state or federal courts sitting in the Southern District of New York, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTUSA. Each of the parties hereto expressly Shareholder hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State Southern District of New York York, USA for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to the interpretation or enforcement of this Agreement. Each of the parties hereto ), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courts, any such court or that its property is exempt or immune from attachment or execution, that the suit, action or such proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementimproper. The parties hereto Each Shareholder hereby consent to irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Shareholder through its Representative at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtTO THE FULLEST EXTENT PERMITTED BY LAW, including all injunctions and other decreesTHE SHAREHOLDERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, may be filedINCLUDING, and will be binding and enforceableWITHOUT LIMITATION, in all jurisdictionsCONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Except as otherwise provided in Section 7IN THE EVENT OF LITIGATION, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by construed, interpreted and construed enforced under and pursuant to the laws of the State of DelawareNew York, without consideration regard to principles of its choice conflict of law provisionslaws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the United States Bankruptcy Court for the Southern District of Texas, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance hereby irrevocably submit to the sole and exclusive jurisdiction of such court in any such action or proceeding and irrevocably waive the state and federal courts located in defense of an inconvenient forum to the State of New York for the purposes maintenance of any and all suitssuch action or proceeding; provided, actions however, that, if the Bankruptcy Case is closed, any action, claim, suit or other proceedings or other disputes proceeding arising out of, based on upon, or relating to this AgreementAgreement or the transactions contemplated herby shall be heard and determined exclusively in any state or federal court located in New York County, New York. Each of the parties hereto hereby waivesparty agrees that a final, and agrees not to assert, by way of motion, as a defense, or otherwise, non-appealable judgment in any such suit, action or proceeding brought shall be conclusive and may be enforced in such courtsother jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably waives any objection, including any claim that it is not subject personally objection to the jurisdiction laying of venue or based on the above-named courtsgrounds of forum non conveniens, that its property is exempt which it may now or immune from attachment or execution, that hereafter have to the suit, bringing of any action or proceeding is brought in an inconvenient forum, that the venue such jurisdiction in respect of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreementdocument related hereto. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under and enforced in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance reference to the sole and exclusive conflict of laws principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the state and federal courts of the State of Delaware located in the State County of New York for Castle and the purposes Federal courts of any the United States of America located in the County of New Castle solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property is exempt or immune from attachment or execution, that the suit, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum, said courts or that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtcourts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in each case, unless another jurisdiction is required to enforce such a Delaware State or Federal court located in the rights County of the Company under this AgreementNew Castle. The parties hereto hereby consent to service and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation papers in connection with any provisions of such action or proceeding in the manner provided in this Agreement, the successful Agreement or prevailing party or parties in such other manner as may be permitted by law shall be entitled valid and sufficient service thereof. Each of the parties irrevocably and unconditionally waives, to recover reasonable attorney’s feesthe fullest extent permitted by applicable law, court costs any and reasonable expenses incurred all rights to trial by jury in that action connection with any litigation arising out of or proceeding, in addition relating to any other relief to which such party this Agreement or parties may be entitledthe transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both regardless of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York United States District Court for the purposes District of Delaware in any and all suits, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto hereby waives, and also agrees not to assert, by way of motion, as a defense, or otherwise, in bring any such suit, action or proceeding brought arising out of or relating to this Agreement in such courts, any claim that it is not subject personally other court. Each of the parties hereto waives any defense of inconvenient forum to the jurisdiction maintenance of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, any action or proceeding is so brought in an inconvenient forumand waives any bond, surety, or other security that the venue might be required of any other party with respect thereto. Any party hereto may make service on any other party by sending or delivering a copy of the suitprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(c) above. Nothing in this Section 10(g), action or proceeding is improper or that this Agreement or however, shall affect the subject matter hereof may not be enforced right of any party to serve legal process in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreementat equity. The parties acknowledge Each party hereto agrees that all directions issued by the forum court, including all injunctions a final judgment in any action or proceeding so brought shall be conclusive and other decrees, may be filed, and will be binding and enforceable, enforced by suit on the judgment or in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party manner provided by law or parties may be entitledat equity. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. (a) The Parties waive all rights to trial by jury in any jurisdiction in any action, suit, or proceeding brought to resolve any dispute between or among the Parties arising out of this Agreement, whether sounding in contract, tort or otherwise. (b) This Agreement shall be governed by and construed under in accordance with the Bankruptcy Code and the laws of the State of DelawareNew York, without consideration of its choice regard to any conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both provision which would require the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes law of any other jurisdiction. By its execution and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that, subject to Subsection 9.8(c), any legal action, suit or because proceeding brought by or against it with respect to any matter under or arising out of an alleged dispute, breach, default or misrepresentation in connection with this Agreement or for recognition or enforcement of any provisions judgment rendered in any such action, suit or proceeding, shall be brought exclusively in any state or federal court of competent jurisdiction in New York County, State of New York, and by execution and delivery of this Agreement, each of the successful or prevailing party or parties shall be entitled Parties hereby: (i) irrevocably accepts and submits itself to recover reasonable attorney’s feesthe exclusive jurisdiction of such court, court costs generally and reasonable expenses incurred in that action unconditionally, with respect to any such action, suit or proceeding; and (ii) waives any objection to laying venue in any such action, suit or proceeding. (c) Notwithstanding the foregoing, if the Bankruptcy Cases are commenced, nothing in addition Subsections 9.8(a)-9.8(b) shall limit the authority of the Bankruptcy Court, as applicable, to hear any other relief matter related to which or arising out of this Agreement, and each Party irrevocably and unconditionally consents to the jurisdiction and venue of the Bankruptcy Court, as applicable, to hear and determine such party or parties may be entitledmatters during the pendency of the Bankruptcy Cases.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareNew York, without consideration of its giving effect to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties heretoLaws of another jurisdiction would be required thereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each All actions, suits or proceedings arising out of or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any New York state or federal court. The parties hereto expressly submits and consents in advance hereby (a) submit to the sole and exclusive jurisdiction of the any New York state and or federal courts court located in the State of New York County, New York for the purposes purpose of any and all suitsaction, actions suit or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or any of the parties hereto hereby waivesother Transaction Documents brought by any party hereto, and agrees (b) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 8.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by by, interpreted, construed and construed under enforced in accordance with the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this 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 consideration of its choice of law provisions, and shall not be amended, modified giving effect to any conflict-of-laws or discharged other rules that would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws or statutes of limitations of a different jurisdiction. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 14 or in such other manner as may be permitted by applicable law, but nothing in this Section 18 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the laws Laws of the State of Delaware, Nevada without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Nevada or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Nevada. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 13 or in such other manner as may be permitted by applicable Law, but nothing in this Section 17 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

Governing Law; Waiver of Jury Trial. (i) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration of its giving effect to any choice or conflict of law provisions, provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and shall not be amended, modified or discharged determined exclusively in whole the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or in part except by an agreement the event, but only in writing signed by both the event, that the Court of Chancery of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and, in each case, the appellate court(s) therefrom). The parties hereto expressly submits and consents in advance hereby (a) irrevocably submit to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the purposes District of Delaware and, in each case, the appellate court(s) therefrom) for the purpose of any and all suits, actions or other proceedings or other disputes Action arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto transactions contemplated hereby waivesbrought by any party hereto, (b) irrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding brought in such courtsAction, any claim that it is not subject personally to the jurisdiction of the above-above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suitAction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by the above named courts, and (c) agree that such court, party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in each case, unless another jurisdiction is required to enforce any court other than the rights Court of Chancery of the Company under this AgreementState of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware). The parties hereto hereby consent Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 20(d) shall be effective service of process by mail and for any other manner permitted by law or this Agreementsuch action. (ii) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties acknowledge that all directions issued by the forum courtEACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, including all injunctions and other decreesAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, may be filedEXPRESSLY OR OTHERWISE, and will be binding and enforceableTHAT SUCH OTHER PARTY WOULD NOT, in all jurisdictions. Except as otherwise provided in Section 7IN THE EVENT OF LITIGATION, if any legal action or other proceeding is brought for the enforcement of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER, or because of an alleged dispute(B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, breach(C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, default or misrepresentation in connection with any provisions of this AgreementAND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAS APPLICABLE, court costs and reasonable expenses incurred in that action or proceedingBY, in addition to any other relief to which such party or parties may be entitledAMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 20(C)(II).

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof that would result in the application of any law other than the laws of the State of Delaware. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall not constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be amended, modified or discharged deemed to limit in whole or any way any right to serve process in part except any manner permitted by an agreement in writing signed by both of the parties heretolaw. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement All aspects of the relationship created by this agreement or the engagement hereunder, any other agreements relating to the engagement hereunder and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this agreement or the engagement hereunder shall be governed by and construed under in accordance with the laws of the State of DelawareNew York, without consideration of its choice of law provisionsapplicable to contracts made and to be performed therein and, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both connection therewith. The parties consent to the exclusive jurisdiction of the parties heretocourts located in New York County, New York, in connection with any claim or dispute relating to this Agreement or any services or advice provided hereunder. The prevailing party in any such litigation shall be entitled to recover its attorney’s fees and costs. Notwithstanding the foregoing, solely for purposes of enforcing the Company’s obligations under Annex B, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim or cause of action relating to or arising out of this agreement or the engagement hereunder is brought by or against any Indemnified Person. Jxxxxx Xxxxxx AND THE COMPANY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES AGREES TO WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING CLAIM, COUNTER CLAIM OR ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE ENGAGEMENT HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement shall be is governed by and construed under in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and (i) irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the state and federal courts located Chosen Courts) in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes Legal Proceeding arising out of, based on of or relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, but nothing in this Section 17 will affect the right of any party 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 Chosen Courts in the event that any dispute or controversy arises out of or relates to this Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising out of or relating to this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Legal Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, and will be binding and enforceableAND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, in all jurisdictions. Except as otherwise provided in Section 7AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, if any legal action or other proceeding is brought for the enforcement of this AgreementEXPRESSLY OR OTHERWISE, or because of an alleged disputeTHAT SUCH OTHER PARTY WOULD NOT, breachIN THE EVENT OF LITIGATION, default or misrepresentation in connection with any provisions of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAMONG OTHER THINGS, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY (a) THIS AGREEMENT AND ALL RIGHT TO TRIAL BY JURY CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN ANY LEGAL PROCEEDING CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, 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 NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. Each of the The parties hereto expressly submits and consents in advance hereby irrevocably submit to the sole and exclusive personal jurisdiction of the state and federal courts located in of the State of New York and the United States District Court for the purposes Southern District of any New York (the “Chosen Courts”) solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, or the negotiation, execution or performance hereof, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to thereto or that such action, suit or proceeding may not be brought or is not maintainable in the jurisdiction of the above-named courts, that its property is exempt Chosen Courts or immune from attachment or execution, that the suit, action or proceeding is brought in Chosen Courts are an inconvenient forum, forum or that the venue of the suitthereof may not be appropriate, action or proceeding is improper or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtChosen Courts, and the parties hereto irrevocably agree that all claims, actions, suits and proceedings or other causes of action (whether at law, in each casecontract, unless another jurisdiction is required in tort or otherwise) that may be based upon, arising out of or relating to enforce the rights this Agreement or any of the Company under this Agreement. The parties hereto hereby consent to service of process transactions contemplated by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because the negotiation, execution or performance hereof shall be heard and determined exclusively in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of an alleged disputesuch parties and, breachto the extent permitted by law, default over the subject matter of such dispute and agree that mailing of process or misrepresentation other papers in connection with any provisions of this Agreementsuch action, suit or proceeding to the successful or prevailing party or parties address set forth in Section 3.14 shall be entitled to recover reasonable attorney’s feesvalid, court costs effective and reasonable expenses incurred in that action or proceedingsufficient service thereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, in addition to any other relief to which such party or parties may be entitledAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.9(b).

Governing Law; Waiver of Jury Trial. (a) This Agreement, all transactions contemplated by this Agreement and all claims and defenses arising out of or relating to any such transaction or this Agreement or the formation, breach, termination or validity of this Agreement, shall in all respects be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, New York without consideration giving effect to any conflicts of its choice Law principles of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both such state that would apply the Laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. another jurisdiction. (b) Each of the parties hereto expressly Parent and the Acquiror irrevocably and unconditionally: (i) submits for itself and consents in advance its property to the sole and exclusive jurisdiction of the state and Courts of Chancery of the State of Delaware or, if under applicable Law, exclusive jurisdiction is vested in the United States federal courts, the federal courts of the United States located in the State of New York for the purposes of Delaware in any and all suits, actions Action directly or other proceedings or other disputes indirectly arising out of, based on of or relating to this Agreement. Each , the transactions contemplated by this Agreement, or the formation, breach, termination or validity of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined solely in such courts; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the parties hereto hereby waives, venue or jurisdiction of any such Action in such court or that such court is an inconvenient forum for the Action and agrees not to assert, by way plead or claim the same; (iii) agrees that the final judgment of motion, as a defense, such court shall be enforceable in any court having jurisdiction over the relevant party or otherwise, any of its assets; (iv) agrees that service of process in any such suitAction may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), action or proceeding brought postage prepaid, to such party at its address as provided in such courts, any claim Section 7.03(b); and (v) agrees that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought nothing in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or shall affect the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required right to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to effect service of process by mail and in any other manner permitted by law or this Agreementthe applicable rules of procedure. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY CLAIM OR DEFENSE ARISING OUT OF OR RELATING TO ANY SUCH TRANSACTION OR THIS AGREEMENT OR THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. The parties acknowledge that all directions issued by the forum courtEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, including all injunctions and other decreesAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, may be filedEXPRESSLY OR OTHERWISE, and will be binding and enforceableTHAT SUCH OTHER PARTY WOULD NOT, in all jurisdictionsIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS OF THIS SECTION 7.10. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in each caseSection 9 hereof. Each Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against any Assignor or any of its property in the enforcement courts of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Second Lien Debt Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in each caseSection 9 hereof. Each Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against any Assignor or any of its Property in the enforcement courts of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, ANY OTHER INDENTURE DOCUMENT, ANY OTHER SECOND LIEN DEBT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State Commonwealth of Delaware, without consideration Pennsylvania applied to contracts to be performed wholly within the Commonwealth of its choice of law provisions, and shall not be amended, modified Pennsylvania. Any judicial proceeding brought by or discharged in whole or in part except by an agreement in writing signed by both against any Loan Party with respect to any of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Loan, this Agreement, the other Loan Documents or any related agreement may be brought in any court of competent jurisdiction in the parties hereto expressly submits Commonwealth of Pennsylvania, United States of America, and, by execution and consents delivery of this Agreement, each Loan Party accepts for itself and in advance to connection with its properties, generally and unconditionally, the sole and non-exclusive jurisdiction of the state aforesaid courts, and federal courts located irrevocably agrees to be bound by any judgment rendered thereby in the State of New York for the purposes connection with this Agreement. Each Loan Party hereby waives personal service of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, process upon it and agrees not to assert, by way of motion, as a defense, or otherwise, in any consents that all such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process may be made by registered mail (return receipt requested) directed to the Company at its address set forth in Section 7.5 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at the Purchaser’s option, by service upon the Company which each Loan Party irrevocably appoints as such Loan Party’s agent for the purpose of accepting service within the Commonwealth of Pennsylvania. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Purchaser to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against the Purchaser involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement or any related agreement, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesbrought only in a federal or state court located in the County of Delaware, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledCommonwealth of Pennsylvania.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration Delaware applicable to contracts executed in and to be performed in that State with the exception of its choice of law provisions, (and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both to the extent mandatorily required) the provisions relating to the transfer of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTAcquired Shares that shall be governed by German Law. Each of the parties hereto expressly hereby irrevocably and unconditionally consents and submits and consents in advance to the sole and exclusive jurisdiction and venue of the state Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal courts located court sitting in the State of New York for Delaware, and any appellate courts therefrom (collectively, the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement“Chosen Courts”). Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such suitAction arising out of or relating to this Agreement or the transactions contemplated hereby, action or proceeding brought in such courts, (i) any claim that it is not personally subject personally to the jurisdiction of the above-named courtsChosen Court as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or execution, otherwise) and (iii) that (A) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, that (B) the venue of the suit, action or proceeding such Action is improper or that (C) this Agreement Agreement, or the subject matter hereof hereof, may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights . (b) Each of the Company under this Agreement. The parties hereto hereby consent waives to service of process by mail and any other manner the fullest extent permitted by law applicable Law any right it may have to a trial by jury with respect to any litigation directly or this Agreement. The parties acknowledge that all directions issued by the forum courtindirectly arising out of, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action under or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement and the transaction contemplated hereby. Each of the parties hereto (a) certifies that no representative, agent or attorney of any provisions other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this AgreementAgreement and the transaction contemplated hereby, as applicable, by, among other things, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs mutual waivers and reasonable expenses incurred certifications in that action or proceeding, in addition to any other relief to which such party or parties may be entitledthis Section 2.8(b).

Governing Law; Waiver of Jury Trial. This Proxy and Agreement shall be is governed by and construed under in accordance with the laws Laws of the State of Delaware, Florida without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Florida or any other jurisdiction) that would cause or permit the application of Laws of any jurisdictions other than those of the State of Florida. Each of the parties hereto expressly submits and (i) hereby irrevocably consents in advance to the sole service of the summons and exclusive complaint and any other process (whether inside or outside the territorial jurisdiction of the federal or state and federal courts located in the State of New York for Florida (the purposes of “Chosen Courts “)) in any and all suits, actions or other proceedings or other disputes Proceeding arising out of, based on of or relating to this Proxy and Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9 or in such other manner as may be permitted by applicable Law, but nothing in this Section 13 will affect the right of any party 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 Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of or relates to this Proxy and Agreement; (iii) irrevocably and unconditionally agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that any Proceeding arising out of or relating to this Proxy and Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Proceeding in the Chosen Courts or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Proceeding arising out of or relating to this Proxy and Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought Proceeding in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof Chosen Courts will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted provided by law or this Agreementapplicable Law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS PROXY AND AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER FOR BREACH OF CONTRACT, may be filedTXXXXXXX CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PROXY AND AGREEMENT, and will be binding and enforceableAND THE IRREVOCABLE PROXY UNDER, in all jurisdictionsAND THE TRANSACTIONS CONTEMPLATED BY, THIS PROXY AND AGREEMENT. Except as otherwise provided in Section 7EACH PARTY CERTIFIES AND AGREES THAT (a) NO REPRESENTATIVE, if any legal action or other proceeding is brought for the enforcement of this AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, or because of an alleged disputeEXPRESSLY OR OTHERWISE, breachTHAT SUCH OTHER PARTY WOULD NOT, default or misrepresentation in connection with any provisions of this AgreementIN THE EVENT OF LITIGATION, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesSEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO GRANT OR ENTER INTO THIS PROXY AND AGREEMENT BY, court costs and reasonable expenses incurred in that action or proceedingAMONG OTHER THINGS, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of DelawareNorth Carolina, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York North Carolina for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of Parent and/or the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. (a) This Agreement, all transactions contemplated by this Agreement and all claims and defenses arising out of or relating to any such transaction or this Agreement or the formation, breach, termination or validity of this Agreement, shall in all respects be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, New York without consideration giving effect any conflicts of its choice Law principles of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both such state that would apply the Laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. another jurisdiction. (b) Each of the parties hereto expressly Parent and the Acquiror irrevocably and unconditionally: (i) submits for itself and consents in advance its property to the sole and exclusive jurisdiction of the state and federal courts located in the State county of New York for the purposes of in any and all suits, actions Action directly or other proceedings or other disputes indirectly arising out of, based on of or relating to this Agreement. Each , the transactions contemplated by this Agreement, or the formation, breach, termination or validity of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined solely in such court; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the parties hereto hereby waives, venue or jurisdiction of any such Action in such court or that such court is an inconvenient forum for the Action and agrees not to assert, by way plead or claim the same; (iii) agrees that the final judgment of motion, as a defense, such court shall be enforceable in any court having jurisdiction over the relevant party or otherwise, any of its assets; (iv) agrees that service of process in any such suitAction may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), action or proceeding brought postage prepaid, to such party at its address as provided in such courts, any claim Section 7.03(b); and (v) agrees that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought nothing in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or shall affect the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required right to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to effect service of process by mail and in any other manner permitted by law or this Agreementthe applicable rules of procedure. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY CLAIM OR DEFENSE ARISING OUT OF OR RELATING TO ANY SUCH TRANSACTION OR THIS AGREEMENT OR THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. The parties acknowledge that all directions issued by the forum courtEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, including all injunctions and other decreesAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, may be filedEXPRESSLY OR OTHERWISE, and will be binding and enforceableTHAT SUCH OTHER PARTY WOULD NOT, in all jurisdictionsIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS OF THIS SECTION 7.10. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State state of DelawareNew York, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law rules or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction provisions (whether of the state and of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of New York. (b) Any dispute relating hereto shall be heard first in any state or federal courts court located in the State state of New York for (each a “Chosen Court” and collectively, the purposes “Chosen Courts”), and the parties agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any and all suitsproceeding seeking to enforce any provision of, actions or other proceedings or other disputes based on any matter arising out ofof or in connection with, based on this Agreement or relating the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement. Each Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the state of New York, and each of the parties hereto foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, and agrees not to assertthe fullest extent permitted by law, by way any objection that such Person may now or hereafter have to the laying of motion, as a defense, or otherwise, in the venue of any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is Chosen Court has been brought in an inconvenient forum, that . (c) Such Persons further covenant not to bring a proceeding with respect to the venue of the suit, action or proceeding is improper Applicable Matters (or that this Agreement could affect any Applicable Matter) other than in such Chosen Court and not to challenge or the subject matter hereof may not be enforced enforce in or by such court, in each case, unless another jurisdiction is required a judgment of such Chosen Court. (d) Process in any such proceeding may be served on any Person with respect to enforce such Applicable Matters anywhere in the rights world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the Company under this Agreement. The parties hereto hereby consent to foregoing, each such Person agrees that service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except on such party as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties 6.5 shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which deemed effective service of process on such party or parties may be entitledPerson.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under the internal laws of the State of DelawareNew York, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law provision or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementimproper. The parties hereto Each party hereby consent to irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mail mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or this Agreementlaw. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if If any legal action or other proceeding is brought for the enforcement provision of this AgreementAgreement shall be invalid or unenforceable in any jurisdiction, such invalidity or because unenforceability shall not affect the validity or enforceability of an alleged dispute, breach, default or misrepresentation in connection with any provisions the remainder of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred Agreement in that action jurisdiction or proceeding, the validity or enforceability of any provision of this Agreement in addition to any other relief to which such party or parties may be entitledjurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of DelawareWashington applicable to contracts executed in and to be performed entirely within such State, without consideration regard to the conflict of its choice of law provisions, and shall not be amended, modified or discharged laws principles thereof which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws of any other jurisdiction. Each of the parties hereto expressly Parties hereby irrevocably and unconditionally submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of King County, Washington, and any and all suitsappellate court therefrom, actions in any action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto Parties hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 11(d). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of DelawareConnecticut applicable to contracts executed and to be wholly performed within such State. Subject to Section 23 below, without consideration each party hereto hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of its choice the courts of law provisionsthe State of Connecticut for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts; provided, however, that nothing in this Agreement shall prevent either party hereto from enforcing a judgment entered into by any such court in any other jurisdiction. Each party hereto further agrees that any service of process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and irrevocably and unconditionally waives and agrees not be amendedto plead or claim in any such court that any action, modified suit or discharged proceeding brought in whole or any such court has been brought in part except by an agreement in writing signed by both of the parties heretoinconvenient forum. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON STATUTE, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with, the laws of the state of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Delaware. (b) Any dispute relating hereto shall be heard first in the Delaware Court of Chancery, and, if applicable, in any state or federal court located in of Delaware in which appeal from the Court of Chancery may validly be taken under the laws of the State of Delaware (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the state of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both each of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction venue of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is Chosen Court has been brought in an inconvenient forum, that . (c) Such Persons further covenant not to bring a proceeding with respect to the venue of the suit, action or proceeding is improper Applicable Matters (or that this Agreement could affect any Applicable Matter) other than in such Chosen Court and not to challenge or the subject matter hereof may not be enforced enforce in or by such court, in each case, unless another jurisdiction is required a judgment of such Chosen Court. (d) Process in any such proceeding may be served on any Person with respect to enforce such Applicable Matters anywhere in the rights world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the Company under this Agreement. The parties hereto hereby consent to foregoing, each such Person agrees that service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except on such party as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties 5.5 shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which deemed effective service of process on such party or parties may be entitledPerson.

Governing Law; Waiver of Jury Trial. This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Third Lien Debt Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in each caseSection 9 hereof. Each Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against any Assignor or any of its Property in the enforcement courts of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction.

Governing Law; Waiver of Jury Trial. (a) This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement shall be governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration of its giving effect to any choice or conflict of law provisions, and shall not be amended, modified provision or discharged in whole or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of Delaware of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto expressly submits and (i) consents in advance to submit itself to the sole and exclusive personal jurisdiction of the state and Court of Chancery of the State of Delaware (the “Chancery Court”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal courts court located in the State of New York for the purposes of Delaware with respect to any and all suits, actions or other proceedings or other disputes dispute arising out of, based on or relating to or in connection with this Agreement or any transaction 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 and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any court other than any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Chancery Court or, if, but only if, the Chancery Court lacks subject matter jurisdiction, in any federal court located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each party hereby agrees that any service of process, summons, notice or document by registered mail addressed to such Person at its address set forth in Section 5.5 shall be effective service of process for any suit, action or proceeding brought in such courts, relating to any claim that it is not subject personally to the jurisdiction dispute arising out of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or transactions contemplated by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court. (c) EACH PARTY HEREBY WAIVES, including all injunctions and other decreesTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, may be filedANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within such State, without consideration regard to the conflict of its choice of law provisions, and shall not be amended, modified or discharged laws principles thereof which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaws of any other jurisdiction. Each of the parties hereto expressly Parties hereby irrevocably and unconditionally submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the purposes District of Delaware or, to the extent neither of the aforesaid courts have jurisdiction, the Superior Court of the State of Delaware, and any and all suitsappellate court therefrom, actions in any action or other proceedings or other disputes proceeding arising out of, based on of or relating to this AgreementAgreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto Parties hereby waivesagrees that a final, and agrees not to assert, by way of motion, as a defense, or otherwise, non-appealable judgment in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto Parties hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 8(e). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. This Agreement All aspects of the relationship created by this agreement or the engagement hereunder, any other agreements relating to the engagement hereunder and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this agreement or the engagement hereunder shall be governed by and construed under in accordance with the laws of the State of DelawareNew York, without consideration of its choice of law provisionsapplicable to contracts made and to be performed therein and, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both connection therewith. The parties consent to the exclusive jurisdiction of the parties heretocourts located in New York County, New York, in connection with any claim or dispute relating to this Agreement or any services or advice provided hereunder. The prevailing party in any such litigation shall be entitled to recover its attorney’s fees and costs. Notwithstanding the foregoing, solely for purposes of enforcing the Company’s obligations under Annex B, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim or cause of action relating to or arising out of this agreement or the engagement hereunder is brought by or against any Indemnified Person. Dxxxxx Xxxxxxxx AND THE COMPANY EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES AGREES TO WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING CLAIM, COUNTER CLAIM OR ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE ENGAGEMENT HEREUNDER.

Governing Law; Waiver of Jury Trial. (a) This Agreement, all Ancillary Agreements, all transactions contemplated by this Agreement or any Ancillary Agreement, and all claims and defenses arising out of or relating to any such transaction or agreement or the formation, breach, termination or validity of any such agreement, shall in all respects be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, New York without consideration giving effect any conflicts of its choice Law principles of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both such state that would apply the Laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. another jurisdiction. (b) Each of the parties hereto expressly Seller, the Parent and the Acquiror irrevocably and unconditionally: (i) submits for itself and consents in advance its property to the sole and exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York for the purposes of in any and all suits, actions Action directly or other proceedings or other disputes indirectly arising out of, based on of or relating to this Agreement. Each , the transactions contemplated by this Agreement, or the formation, breach, termination or validity of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined solely in such court; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the parties hereto hereby waives, venue or jurisdiction of any such Action in such court or that such court is an inconvenient forum for the Action and agrees not to assert, by way plead or claim the same; (iii) agrees that the final judgment of motion, as a defense, such court shall be enforceable in any court having jurisdiction over the relevant party or otherwise, any of its assets; (iv) agrees that service of process in any such suitAction may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), action or proceeding brought postage prepaid, to such party at its address as provided in such courts, any claim Section 12.02; and (v) agrees that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought nothing in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or shall affect the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required right to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to effect service of process by mail and in any other manner permitted by law the applicable rules of procedure. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER ANY OF THE TRANSACTION AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS OR THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 12.10. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (d) In the event the Parent, the Seller, the Acquiror or any of their respective Affiliates seeks to bring any Action against any arranger, agent, lender or prospective lender or any of their respective Affiliates in respect of any Financing or proposed Financing (each such arranger, agent, lender, prospective lender or Affiliate thereof, a “Financing Party”), each Financing Party shall be a third-party beneficiary of this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filedSection 12.10, and will be binding and enforceable, each reference in all jurisdictions. Except as otherwise provided in this Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of 12.10 to an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties Action shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition include a reference to any other relief to which such party or parties may be entitledAction against any Financing Party.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties heretoNew York General Obligations Law). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly The Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment or any other Pari Passu Document to which the Assignor is a party by the mailing of copies of such process to the Assignor at its address specified in each caseSection 8 hereof. The Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against the enforcement Assignor or any of this Agreement, or because its property in the courts of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, OR ANY OTHER PARI PASSU DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. (a) This IP Agreement shall be governed by construed and construed under enforced in accordance with the internal laws of the State of Delaware, Massachusetts applicable to contracts wholly executed and performed therein without consideration regard to any conflicts of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties heretolaws rules. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the The parties hereto expressly submits agree that any legal proceeding by or against any party hereto or with respect to or arising out of this IP Agreement may be brought in the federal and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts. By execution and delivery of this IP Agreement, Executive irrevocably and unconditionally submits to the State jurisdiction of New York for the purposes of such courts and hereby waives any and all suits, actions right to stay or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in dismiss any such suit, action or proceeding under or in connection with this IP Agreement brought in such courts, before the foregoing courts on the basis of (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason, or that it or any of its property is exempt or immune from attachment or executionthe above-described legal process, (b) that the suit, such action or proceeding is brought in an inconvenient forum, that venue for the venue of the suit, action or proceeding is improper or that this IP Agreement or the subject matter hereof may not be enforced in or by such courtcourts, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and or (c) any other manner permitted by law defense that would hinder or this Agreement. The parties acknowledge that all directions issued by delay the forum courtlevy, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if execution or collection of any legal action or other proceeding amount to which any party hereto is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition pursuant to any other relief to which such party or parties may be entitledfinal judgment of any court having jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS IP AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Letter Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Letter Agreement (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 of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes 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 this Letter Agreement), and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action Action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property is exempt such Action or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding Proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by is an inconvenient venue for such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this AgreementProceeding. The parties hereto Each party hereby consent to irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Letter Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law law. If any party shall commence an Action or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with Proceeding to enforce any provisions of this Letter Agreement, then the successful or prevailing party in such Action or parties Proceeding shall be entitled to recover reimbursed by the non-prevailing party for its reasonable attorney’s fees, court attorneys’ fees and other costs and reasonable expenses incurred in that action with the investigation, preparation and prosecution of such Action or proceedingProceeding. IN ANY ACTION, in addition to any other relief to which such party or parties may be entitledSUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Governing Law; Waiver of Jury Trial. (i) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration of its giving effect to any choice or conflict of law provisions, provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and shall not be amended, modified or discharged determined exclusively in whole the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware ((or in part except by an agreement the event, but only in writing signed by both the event, that the Court of Chancery of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and, in each case, the appellate court(s) therefrom). The parties hereto expressly submits and consents in advance hereby (A) irrevocably submit to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware and any state appellate court therefrom within the State of Delaware ((or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the purposes District of Delaware, and, in each case, the appellate court(s) therefrom) for the purpose of any and all suits, actions or other proceedings or other disputes Action arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto transactions contemplated hereby waivesbrought by any party hereto, (B) irrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding brought in such courtsAction, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suitAction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by the above-named courts, and (C) agree that such court, party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in each case, unless another jurisdiction is required to enforce any court other than the rights Court of Chancery of the Company under this AgreementState of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware). The parties hereto hereby consent Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 23(d) shall be effective service of process by mail and for any other manner permitted by law or this Agreementsuch action. (ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties acknowledge that all directions issued by the forum courtEACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, including all injunctions and other decreesAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, may be filedEXPRESSLY OR OTHERWISE, and will be binding and enforceableTHAT SUCH OTHER PARTY WOULD NOT, in all jurisdictions. Except as otherwise provided in Section 7IN THE EVENT OF LITIGATION, if any legal action or other proceeding is brought for the enforcement of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER, or because of an alleged dispute(B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, breach(C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, default or misrepresentation in connection with any provisions of this AgreementAND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAS APPLICABLE, court costs and reasonable expenses incurred in that action or proceedingBY, in addition to any other relief to which such party or parties may be entitledAMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 23(C)(II).

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, District of Manhattan. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, District of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementlaw. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the internal laws of the State of Delaware, without consideration of its choice giving effect to conflicts of law provisions, and shall not be amended, modified or discharged principles that would result in whole or in part except by an agreement in writing signed by both the application of the parties heretolaws of another jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, All actions or other proceedings or other disputes arising out of, based on of or relating to this AgreementAgreement shall be heard and determined exclusively in any Delaware federal court; provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in any Delaware state court. Each of the The parties hereto hereby waivesirrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsaction, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suitaction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated by this Agreement may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum courtEACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. (i) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration of its giving effect to any choice or conflict of law provisions, provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All Actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and shall not be amended, modified or discharged determined exclusively in whole the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware ((or in part except by an agreement the event, but only in writing signed by both the event, that the Court of Chancery of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and, in each case, the appellate court(s) therefrom). The parties hereto expressly submits and consents in advance hereby (A) irrevocably submit to the sole and exclusive jurisdiction of the state and federal courts located in Court of Chancery of the State of New York Delaware and any state appellate court therefrom within the State of Delaware ((or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the purposes District of Delaware, and, in each case, the appellate court(s) therefrom) for the purpose of any and all suits, actions or other proceedings or other disputes Action arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto transactions contemplated hereby waivesbrought by any party hereto, (B) irrevocably waive, and agrees agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding brought in such courtsAction, any claim that it is not subject personally to the jurisdiction of the above-named above‑named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suitAction is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by the above‑named courts, and (C) agree that such court, party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in each case, unless another jurisdiction is required to enforce any court other than the rights Court of Chancery of the Company under this AgreementState of Delaware (or in the event, but only in the event, that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware). The parties hereto hereby consent Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 23(d) shall be effective service of process by mail and for any other manner permitted by law or this Agreementsuch action. (ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties acknowledge that all directions issued by the forum courtEACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, including all injunctions and other decreesAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, may be filedEXPRESSLY OR OTHERWISE, and will be binding and enforceableTHAT SUCH OTHER PARTY WOULD NOT, in all jurisdictions. Except as otherwise provided in Section 7IN THE EVENT OF LITIGATION, if any legal action or other proceeding is brought for the enforcement of this AgreementSEEK TO ENFORCE THE FOREGOING WAIVER, or because of an alleged dispute(B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, breach(C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, default or misrepresentation in connection with any provisions of this AgreementAND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesAS APPLICABLE, court costs and reasonable expenses incurred in that action or proceedingBY, in addition to any other relief to which such party or parties may be entitledAMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 23(C)(II).

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed under in accordance with, the laws of the State of Delaware, without consideration applicable to contracts executed in and to be performed entirely within that State. (b) All actions and proceedings arising out of its choice or relating to this Agreement shall be heard and determined in the Chancery Court of law provisionsthe State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction and venue set forth in this Section 7(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledAGREEMENT OR THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties heretoNew York General Obligations Law). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly The Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. The Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Second Lien Debt Document to which the Assignor is a party by the mailing of copies of such process to the Assignor at its address specified in each caseSection 8 hereof. The Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against the enforcement Assignor or any of this Agreement, or because its Property in the courts of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER FOUNDED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, ANY OTHER INDENTURE DOCUMENT, ANY OTHER SECOND LIEN DEBT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules and Exhibits hereto) shall be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law rules or in part except by an agreement in writing signed by both provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply. Notwithstanding anything to the contrary contained elsewhere herein, the parties hereto. hereby further agree (i) that no party will bring any legal action or proceeding against the Lenders in any way relating to this Agreement, the Assumed Financing, the Amendment or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Assumed Financing Commitment Letter, the Amendment Commitment Letter or any other letter or agreement related to the Assumed Financing, the Amendment, the Assumed Financing Commitment Letter, the Amendment Commitment Letter or the performance of either thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and (ii) that any claims brought against the Lenders will be governed by the Laws of the State of New York, without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply. (b) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES HERETO HEREBY TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY ACTION, PROCEEDING OR RELATED TO COUUNTERCLAIM AGAINST ANY LENDER) OR ANY OTHER TRANSACTION AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suitsAGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT (INCLUDING ANY ACTIONS, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledPROCEEDING OR COUNTERCLAIM AGAINST ANY LENDER) SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws Laws of the State of DelawareTexas, without consideration of its giving effect to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both principles thereof to the extent that the application of the parties heretoLaws of another jurisdiction would be required thereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suitsAll actions, actions suits or other proceedings or other disputes arising out of, based on of or relating to this Agreement. Each Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any Texas state or federal court. The parties hereto hereby waives(a) submit to the exclusive jurisdiction of any Texas state or federal court located in Xxxxxx County, Texas for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents brought by any party hereto, and agrees (b) irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suitaction, action suit or proceeding brought in such courtsproceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper improper, or that this Agreement Agreement, any of the other Transaction Documents or any of the subject matter hereof Contemplated Transactions may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights any of the Company under this Agreementabove-named courts. The Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consent consents to service of process being served by mail and any other manner permitted by law or party to this Agreement. The parties acknowledge that all directions issued by the forum courtAgreement in any suit, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for by delivery of a copy thereof in accordance with the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AgreementSection 9.2. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s feesTO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, court costs and reasonable expenses incurred in that action or proceedingTRIAL BY JURY IN ANY SUIT, in addition to any other relief to which such party or parties may be entitledACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Waiver of Jury Trial. This Agreement All disputes, claims or controversies arising out of or relating to this Agreement, or the interpretation, negotiation, validity, enforceability or performance of this Agreement, or the transactions contemplated hereby, shall be governed by and construed under in accordance with the laws of the State of Delaware, Delaware without consideration regard to its rules of its choice conflict of law provisions, and shall not be amended, modified or discharged laws which would result in whole or in part except by an agreement in writing signed by both the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes laws of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreementjurisdiction. Each of the parties hereto hereby waivesirrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware, and agrees not to assert, by way of motion, as a defense, or otherwiseany appellate court therefrom, in any such suitaction or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, ; (ii) agrees that any claim that it is not subject personally to the jurisdiction in respect of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, any such action or proceeding is brought may be heard and determined in an inconvenient forumany such court; (iii) waives, that to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of the suit, any such action or proceeding is improper in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto hereby agrees that this Agreement a final judgment in any such action or the subject matter hereof proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such court, in each case, unless another jurisdiction is required to enforce the rights law. Each of the Company under this Agreement. The parties hereto hereby consent irrevocably consents to service of process by mail and in the manner provided for notices in Section 11(a). Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, including all injunctions and other decreesAND THEREFORE, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledIT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement Amendment and all claims and causes of action arising out of, based upon, or related to this Amendment or the negotiation, execution or performance hereof, shall be governed by and construed under construed, interpreted and enforced in accordance with, the laws Laws of the State of DelawareDelaware (without regard to Laws that may be applicable under conflicts of Laws principles, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of Delaware or any other jurisdiction). (b) Any action, claim, suit or proceeding between the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on upon or relating to this AgreementAmendment or the transactions contemplated hereby shall be brought solely in 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 state or federal court within the State of Delaware and any direct appellate court therefrom). Each party hereby irrevocably submits to the exclusive jurisdiction of the parties hereto such courts in respect of any such action, claim, suit or proceeding and agrees that it will not bring any such action, claim, suit or proceeding in any other court. Furthermore, each party hereby waives, irrevocably waives and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any such suitaction, action claim, suit or proceeding brought in such courtsproceeding, (i) any claim that it is not personally subject personally to the jurisdiction of the above-above named courtscourts for any reason other than the failure to serve process in accordance with Section 8.3 of the Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or executionotherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suitaction, action claim, suit or proceeding in such court is brought in an inconvenient forum, that (B) the venue of the suitaction, action claim, suit or proceeding is improper or that (C) this Agreement Amendment, or the subject matter hereof hereof, may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce courts. Each party agrees that notice or the rights of the Company under this Agreement. The parties hereto hereby consent to service of process in any action, claim, suit or proceeding arising out of, based upon or relating to this Amendment or the transactions contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by mail and any Section 8.3 of the Agreement or in such other manner as may be permitted by law or this Agreementapplicable Law. (c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF, BASED UPON OR RELATING TO THIS AMENDMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF. The parties acknowledge that all directions issued by the forum courtEACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, including all injunctions and other decreesEXPRESSLY OR OTHERWISE, may be filedTHAT SUCH OTHER PARTY WOULD NOT, and will be binding and enforceableIN THE EVENT OF LITIGATION, in all jurisdictions. Except as otherwise provided in Section 7SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, if any legal action or other proceeding is brought for the enforcement of this AgreementAS APPLICABLE, or because of an alleged disputeBY, breachAMONG OTHER THINGS, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(c).

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflict of law provisionslaws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties transactions contemplated hereunder (whether brought against a party hereto expressly submits and consents or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in Tacoma, Washington (the State “Washington Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of New York the Washington Courts for the purposes adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motion, as a defensesuch Washington Courts, or otherwise, such Washington Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Notes and agrees that such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all directions issued right to trial by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, jury in all jurisdictions. Except as otherwise provided in Section 7, if any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with to enforce any provisions of this Agreement, then the successful or prevailing party in such action or parties proceeding shall be entitled to recover reasonable reimbursed by the other party for its attorney’s fees, court fees and other costs and reasonable expenses incurred in that the investigation, preparation and prosecution of such action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the State of Delaware. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State of New York Delaware for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be interpreted and governed by and construed under the laws of New York without giving effect to those principles of conflict of laws that may require the State application of Delawarethe laws of a jurisdiction other than New York. The Parties irrevocably agree that any suit, without consideration action or proceeding seeking to enforce any provision of, or based on any matter arising out of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement connection with, this Agreement or the transactions contemplated hereby shall be brought in writing signed by both the United States District Court for the District of New York or, if such court does not have jurisdiction over the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each subject matter of the parties hereto expressly submits and consents such proceeding or if such jurisdiction is not available, in advance to the sole and exclusive jurisdiction of the state and federal courts located a court in the State of New York for sitting in New York County with proper jurisdiction to hear the purposes of any dispute, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each each of the parties hereto Parties hereby waives, irrevocably consents to the exclusive jurisdiction and agrees not to assert, by way venue of motion, as a defense, or otherwise, those courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding brought in such courtsand irrevocably waives, to the fullest extent permitted by law, any claim that objection which it is not subject personally may now or hereafter have based on forum non coveniens or any other objection to the jurisdiction laying of the above-named venue in any of those courts, that its property is exempt . (b) The Parties each waive their respective rights to a trial by jury of any claim or immune from attachment cause of action based upon or execution, that the suit, action arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that related to this Agreement or the subject matter hereof may not be enforced in or by such courttransactions contemplated hereby, in each caseany action, unless another jurisdiction is required to enforce the rights proceeding or other litigation of any type brought by any of the Company under this Agreementparties against any other party, whether with respect to contract claims, tort claims, or otherwise. The parties hereto hereby consent Parties each agree that any such claim or cause of action shall be tried by a court trial without a jury. Without limiting the foregoing, the Parties further agree that their respective right to service a trial by jury is waived by operation of process by mail and this section as to any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum courtaction, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action counterclaim or other proceeding is brought for which seeks, in whole or in part, to challenge the enforcement validity or enforceability of this AgreementAgreement or any provision hereof. This waiver shall apply to any subsequent amendments, renewals, supplements or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of modifications to this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under and enforced in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance reference to the sole and exclusive conflict of laws principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the state and federal courts of the State of Delaware located in the State County of New York for Castle and the purposes Federal courts of any the United States of America located in the County of New Castle solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property is exempt or immune from attachment or execution, that the suit, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum, said courts or that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtcourts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in each case, unless another jurisdiction is required to enforce such a Delaware State or Federal court located in the rights County of the Company under this AgreementNew Castle. The parties hereto hereby consent to service and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation papers in connection with any provisions of this Agreement, such action or proceeding in the successful manner provided in Section 10 or prevailing party or parties in such other manner as may be permitted by law shall be entitled valid and sufficient service thereof. Each of the parties irrevocably and unconditionally waives, to recover reasonable attorney’s feesthe fullest extent permitted by applicable law, court costs any and reasonable expenses incurred all rights to trial by jury in that action connection with any litigation arising out of or proceeding, in addition relating to any other relief to which such party this Agreement or parties may be entitledthe transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) (each a "Proceeding") shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each of the parties party hereto expressly hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, Borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of the parties hereto any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsProceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property such Proceeding is exempt improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or immune from attachment certified mail or executionovernight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, that to the suitfullest extent permitted by applicable law, action any and all right to trial by jury in any legal proceeding arising out of or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that relating to this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required transactions contemplated hereby. If either party shall commence a Proceeding to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementa Transaction Document, then the successful or prevailing party or parties in such Proceeding shall be entitled to recover reasonable attorney’s fees, court reimbursed by the other party for its attorneys fees and other costs and reasonable expenses incurred in that action or proceedingwith the investigation, in addition to any other relief to which preparation and prosecution of such party or parties may be entitledProceeding.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT THAT ANY AND ALL RIGHT PROVISIONS REQUIRED TO TRIAL BE GOVERNED BY JURY IN ANY LEGAL PROCEEDING ARISING OUT THE LAWS OF OR RELATED TO THIS AGREEMENTTHE STATE OF DELAWARE SHALL BE GOVERNED THEREBY. Each of the parties hereto expressly submits and consents in advance (w) will submit itself to the sole and non-exclusive jurisdiction of the state and any federal courts court located in the State States of Colorado or New York for or any Colorado or New York state court having subject matter jurisdiction in the purposes event any dispute arises out of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and (x) agrees not that venue will be proper as to assert, by way of motion, as a defense, or otherwise, proceedings brought in any such suitcourt with respect to such a dispute, (y) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (z) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding brought in any such courtscourt. The Company hereby appoints News America Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx, as its authorized agent (the “Authorized Agent”) upon which process may be served in any claim action arising out of or based upon this Agreement or the transactions contemplated hereby that it is not subject personally may be instituted in any court by any party hereto and expressly consents to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by any such court, but only in each caserespect of any such action, unless another and waives any other requirements of or objections to personal jurisdiction is required with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to enforce the rights act as said agent for service of process, and the Company under this Agreementagrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The parties hereto hereby consent If the Authorized Agent shall cease to act as the Company’s agent for service of process, the Company shall appoint without delay another such agent and notify LMC of such appointment in the manner provided in Section 8(f) for the giving of notices. With respect to any such action in the courts, service of process by mail and any other upon the Authorized Agent in the manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought 8(f) for the enforcement giving of notices (substituting the address set forth above in this Agreement, or because Section 8(k)(i)) and written notice of an alleged dispute, breach, default or misrepresentation such service to the Company given as provided in connection with any provisions of this Agreement, the successful or prevailing party or parties Section 8(f) shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceedingdeemed, in addition to any other relief to which such party or parties may be entitledevery respect, effective service of process upon the Company. (ii) EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION. THIS SECTION 8(k)(ii) HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareSouth Dakota, without consideration regard to the principles of its choice conflicts of law provisionsthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Sioux Falls, District of South Dakota. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York Sioux Falls, District of South Dakota for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementlaw. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Waiver of Jury Trial. (a) The Parties waive all rights to trial by jury in any jurisdiction in any action, suit, or proceeding brought to resolve any dispute under or arising out of or in connection with this Support Agreement, whether sounding in contract, tort or otherwise. (b) This Support Agreement shall be governed by and construed under in accordance with the internal laws of the State of DelawareNew York. By its execution and delivery of this Support Agreement, without consideration each Party hereby irrevocably and unconditionally agrees for itself that, subject to Section 7.10(c), any legal action, suit or proceeding against it with respect to any matter under or arising out of its choice or in connection with this Support Agreement or for recognition or enforcement of law provisionsany judgment rendered in any such action, suit or proceeding, may be brought in any state or federal court of competent jurisdiction in New York County, State of New York, and by execution and delivery of this Support Agreement, each of the Parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceedings. (c) Notwithstanding the foregoing, if the Chapter 11 Cases are commenced, nothing in Sections 7.10(a) or 7.10(b) shall not be amended, modified limit the authority of the Bankruptcy Court to hear any matter under or discharged in whole arising out of or in part except by an agreement in writing signed by both connection with this Support Agreement. Further, if the Chapter 11 Cases are commenced, each of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each Parties hereby irrevocably and unconditionally agrees for itself that (i) any legal action, suit or proceeding against it with respect to any matter under this Support Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought in the parties hereto expressly Bankruptcy Court, and (ii) it accepts and submits and consents in advance itself to the sole and exclusive jurisdiction of the state Bankruptcy Court, generally and federal courts located in the State of New York for the purposes of any and all suitsunconditionally, actions or other proceedings or other disputes arising out of, based on or relating with respect to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suitaction, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action suit or proceeding, in addition and waives any objection it may have to any other relief to which such party venue or parties may be entitledthe convenience of the forum.

Governing Law; Waiver of Jury Trial. This Agreement Guaranty shall be governed by by, and construed under in accordance with, the laws Laws of the State of Delaware, without consideration giving effect to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTLaw thereof. Each of the parties hereto expressly irrevocably agrees that any legal action or proceeding arising out of or relating to this letter brought by any other party or its successors or assigns shall be brought and determined in any Delaware state or federal court, and each of the parties hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state aforesaid courts for itself and federal courts located in the State of New York for the purposes of with respect to its property, generally and unconditionally, with regard to any and all suits, actions such action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreementletter or the actions contemplated hereby. Each of the parties hereto agrees not to commence any Proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such suitProceeding arising out of or relating to this letter or the transactions contemplated hereby, action or proceeding brought in such courts, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or execution, otherwise) and (c) that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the suit, action or proceeding such Proceeding is improper or that (iii) this Agreement Guaranty, or the subject matter hereof hereof, may not be enforced in or by such courtcourts. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledUNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement, the Repurchase, the Notes Issuance and all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of law principles that would apply the Law of another jurisdiction, except that Section 7.1 relating to waivers and amendments to the Shareholders’ Agreement shall be governed by and construed under in accordance with the laws of the Netherlands without giving effect to any conflict of law principles that would apply the Law of another jurisdiction. (b) Except as provided in Section 10.7(j), any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or the transactions contemplated by this Agreement or the formation, applicability, breach, termination or validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and the seat of the arbitration shall be New York, New York. (c) The party or parties initiating arbitration (the “Claimant(s)”) shall nominate an arbitrator in its (their) request for arbitration (the “Arbitration Request”). The party or parties named as Respondent(s) in the Arbitration Request (the “Respondent(s)”) shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such nomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the ICC (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the confirmation by the ICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, the other two arbitrators shall promptly notify the parties of the nomination. If the first two arbitrators nominated/appointed fail to nominate a third arbitrator within the thirty (30) days referred to above, the ICC Court shall appoint the third arbitrator and shall promptly notify the parties of the appointment. The third arbitrator shall act as chair of the Arbitral Tribunal. Each arbitrator shall be qualified to practice law under the Laws of the State of Delaware, without consideration New York. An arbitrator shall be deemed to have met these qualifications unless any party objects within fifteen (15) days. (d) The parties agree that any Award by the Arbitral Tribunal on interim measures shall be fully enforceable as such and an application for interim measures to a court of its choice of law provisions, and competent jurisdiction by any party to the arbitration shall not be amendeddeemed incompatible with, modified or discharged a waiver of, the agreement to arbitrate set out in whole this Section 11. (e) In order to facilitate the comprehensive resolution of related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this Section 11, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this Section may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be no consolidation. (f) The ICC Court, any arbitrator, and their agents or Representatives, shall keep confidential and not disclose to any non-party the existence of the arbitration, non-public materials and information provided in the arbitration by another party, and orders or awards made in the arbitration (together, the “Arbitration Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party – including a fact or expert witness, stenographer, translator or any other person – the party or arbitrator shall make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Arbitration Confidential Information. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the extent necessary to: (i) prosecute or defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other professional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any disclosure allowed under the foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided. The Arbitral Tribunal may permit further disclosure of Arbitration Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in part except any way derogate from the agreement to arbitrate set out in this Section 11. (g) If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the same. (h) The agreement to arbitrate under this Section 11 shall be specifically enforceable. Any Award rendered by an agreement the Arbitral Tribunal shall be in writing signed and shall be final and binding upon the parties, and may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be entered by both any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets and, to the maximum extent permitted by Law, the parties agree that any court of competent jurisdiction in which enforcement of the parties heretoAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, regardless of whether such relief is characterized as legal, equitable or otherwise. (i) Except as provided in Section 10.7(j), each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York for enforcing the Parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO WAIVE TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION IN ANY MATTERS ARISING OUT OF OR RELATED TO IN ANY WAY CONNECTED WITH THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance AGREEMENT AND THE TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. (j) Notwithstanding anything to the sole and exclusive jurisdiction of the state and federal courts located contrary in the State of New York for the purposes of this Section 10.7, any and all suitsdispute, actions controversy or other proceedings or other disputes claim arising out ofof or in connection with, based on or relating to this Agreement. Each of the parties hereto hereby waivesto, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement Section 7.1 or the subject matter hereof may not be enforced in or by such courtformation, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged disputeapplicability, breach, default termination or misrepresentation validity thereof, shall in connection with any provisions of this Agreementthe first instance be settled by xxx xxxxxx xx Xxxxxxxxx, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledXxx Xxxxxxxxxxx.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor and the Assignee hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of any court of the state and federal courts located in the State of New York sitting in New York City or of the United States of America for the Southern District of such state, and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights courts. Each of the Company under this Assignor and the Assignee irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to any other Loan Document to which such Person is a party by the mailing of copies of such process to such Person at its address specified in Section 10.02 of the Credit Agreement. The parties hereto hereby consent Each of the Assignor and the Assignee agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Assignee or the Assignor to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of such Person to bring any legal action or other proceeding is brought for against the enforcement of this AgreementAssignor or the Assignee, as the case may be, or because any of an alleged dispute, breach, default or misrepresentation its property in connection with any provisions the courts of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN EACH OF THE ASSIGNOR AND THE ASSIGNEE HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE CREDIT AGREEMENT, THAT CERTAIN FIRST PREFERRED FLEET MORTGAGE EFFECTIVE AS OF [DATE], IN RESPECT OF THE VESSEL (THE “MORTGAGE”), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under and enforced in accordance with the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance reference to the sole and exclusive conflict of laws principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the state and federal courts of the State of Delaware located in the State County of New York for Castle and the purposes Federal courts of any the United States of America located in the County of New Castle solely in respect of the interpretation and all suits, actions or other proceedings or other disputes arising out of, based on or relating enforcement of the provisions of this Agreement and of the documents referred to in this Agreement. Each , and in respect of the parties hereto hereby waivestransactions contemplated hereby, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding brought in for the interpretation or enforcement hereof or of any such courtsdocument, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property is exempt or immune from attachment or execution, that the suit, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum, said courts or that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof any such document may not be enforced in or by such courtcourts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in each case, unless another jurisdiction is required to enforce such a Delaware State or Federal court located in the rights County of the Company under this AgreementNew Castle. The parties hereto hereby consent to service and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation papers in connection with any provisions of this Agreement, such action or proceeding in the successful manner provided in Section 15 or prevailing party or parties in such other manner as may be permitted by law shall be entitled valid and sufficient service thereof. Each of the parties irrevocably and unconditionally waives, to recover reasonable attorney’s feesthe fullest extent permitted by applicable law, court costs any and reasonable expenses incurred all rights to trial by jury in that action connection with any litigation arising out of or proceeding, in addition relating to any other relief to which such party this Agreement or parties may be entitledthe transactions contemplated hereby.

Governing Law; Waiver of Jury Trial. This (a) Except for the mandatorily applicable provisions of Delaware law, this Agreement shall be governed by and construed under in accordance with the laws of the State of Delaware, California without consideration regard to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. thereof. (b) Each of the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction of any state or federal court located within the state and federal courts located county of San Francisco in the State of New York for California, and irrevocably agrees that all actions or proceedings relating to this Agreement or the purposes transactions contemplated hereby (other than those determinations and findings expressly delegated to the Determining Accountants in Section 1.7) shall be litigated in one of such courts, and each of the parties waives any objection that it may have based on improper venue or forum non conveniens to the conduct of any such action or proceeding in any such court and waives personal service of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waivesprocess upon it, and agrees not consents to assert, by way of motion, as a defense, or otherwise, in any all such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and made in the manner set forth in Section 7.3. Nothing contained in this Section 7.4 shall affect the right of any party to serve legal process on any other party in any other manner permitted by law law. (c) Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. The parties acknowledge Each party certifies and acknowledges that all directions issued by (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the forum courtevent of litigation, including all injunctions seek to enforce the foregoing waiver, (ii) each such party understands and other decreeshas considered the implications of this waiver, may be filed(iii) each such party makes this waiver voluntarily, and will be binding and enforceable(iv) each such party has been induced to enter into this Agreement by, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or among other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementthings, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs waivers and reasonable expenses incurred certifications in that action or proceeding, in addition to any other relief to which such party or parties may be entitledthis Section 7.4.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under in accordance with the internal laws of the State of Delaware, New York without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance regard to the sole and exclusive conflicts of laws provisions thereof. The Borrower hereby irrevocably submits to the jurisdiction of the state and federal courts located in any court of the State of New York located in the County of New York or the United States District Court for the purposes Southern District of the State of New York, any appellate courts from any thereof (any such court, a "NEW YORK COURT") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "UK COURT"), but shall not be required to submit to the jurisdiction of a court other than a New York Court or UK Court, for the purpose of any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or under any applicable securities laws and arising out of the parties hereto hereby waivesforegoing, which is brought by or against the Borrower, and the Borrower hereby irrevocably agrees not to assert, by way that all claims in respect of motion, as a defense, or otherwise, in any such suit, action or proceeding brought will be heard and determined in any such courts, any claim that it is not subject personally court. Each party hereto (other than the Borrower) hereby irrevocably submits to the jurisdiction of any New York Court, but shall not be required to submit to the above-named courtsjurisdiction of a court other than a New York Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and such party hereby irrevocably agrees that its property is exempt all claims in respect of any such suit, action or immune from attachment proceeding will be heard and determined in any such court. The Borrower hereby agrees not to commence any action, suit or executionproceeding relating to this Agreement other than in a New York Court except to the extent mandated by applicable law. The Borrower hereby waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding in any New York Court or any UK Court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. Each party hereto (other than the Borrower) hereby waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding in any New York Court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (b) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of any Lender to take proceedings against any other party hereto in courts of any other competent jurisdiction nor shall the taking of proceedings against such other party in any one or more jurisdictions preclude the taking of proceedings against such other party in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. (c) The Borrower agrees that the process by which any suit, action or proceeding is brought begun in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that connection with this Agreement or may be served on it at its principal place of business in the subject matter hereof may not be enforced United Kingdom for the time being. If the Borrower ceases to have a principal place of business in or by such courtthe United Kingdom, it shall immediately appoint a further person in each case, unless another jurisdiction is required the United Kingdom to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to accept service of process by mail and on its behalf in such jurisdiction. Nothing contained herein shall affect the right of the parties hereto to serve process in any other manner permitted by law law. In addition, the Borrower acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Borrower arising out of or relating to this Agreement or under any securities laws of the United States or any state thereof and arising out of the foregoing, (b) it has, prior to the date hereof, paid such agent an amount in cash sufficient to procure such agent's services for one year from the date hereof and (c) service of process upon such agent, and written notice of said service to the Borrower by the person serving the same to the address provided above, shall be deemed in every respect effective service of process upon the Borrower in any such suit or proceeding. The Borrower agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of at least one year from the date of this Agreement. The parties acknowledge that all directions issued by the forum courtTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, including all injunctions and other decreesAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledTHE LAW OF THE STATE OF NEW YORK.

Governing Law; Waiver of Jury Trial. (a) This Agreement Assignment shall be construed in accordance with and governed by and construed under the laws of the State of DelawareNew York, United States of America without consideration regard to its conflict of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws rules (other than Section 5-1401 of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTNew York General Obligations Law). Each of the parties hereto expressly Assignor hereby irrevocably submits and consents in advance itself to the sole and non-exclusive jurisdiction of the state and federal courts located in the State of any New York State or Federal court sitting in New York County and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on or relating to to, this Agreement. Each Assignment or any of the parties hereto transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason whatsoever, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such courtcourts. Each Assignor irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Assignment, any other Indenture Document or any other Third Lien Debt Document to which such Assignor is a party by the mailing of copies of such process to such Assignor at its address specified in each caseSection 9 hereof. Each Assignor agrees that a final judgment in any such action, unless another jurisdiction is required to enforce suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the rights judgment or in any other manner provided by law. Nothing in this paragraph shall affect the right of the Company under this Agreement. The parties hereto hereby consent Assignee to service of serve legal process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by affect the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if right of the Assignee to bring any legal action or other proceeding is brought for against any Assignor or any of its Property in the enforcement courts of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledjurisdiction. (b) BY ITS SIGNATURE BELOW WRITTEN EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, ANY OTHER INDENTURE DOCUMENT, ANY OTHER THIRD LIEN DEBT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be construed in accordance with, and governed by and construed under in all respects by, the laws of the State of DelawareDelaware without giving effect to principles of conflicts of laws. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced only in the state courts or federal courts located in Cxxx County, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTIllinois. Each of the parties hereto party: (i) expressly and irrevocably consents and submits and consents in advance to the sole and exclusive jurisdiction and venue of the state and federal courts located in Cxxx County, Illinois (and each appellate court therefrom), in connection with any such legal proceeding; (ii) agrees that service of any process, summons, notice or document by U.S. mail addressed to him at the State address set forth in Section 12.02 shall constitute effective service of New York such process, summons, notice or document for the purposes of any such legal proceeding; (iii) agrees that the state and all suitsfederal courts located in Cxxx County, actions or other proceedings or other disputes arising out of, based on or relating Illinois (and each appellate court therefrom) shall be deemed to this Agreement. Each of the parties hereto hereby waives, and be a convenient forum; (iv) agrees not to assert, assert (by way of motion, as a defense, defense or otherwise), in any such suitlegal proceeding commenced in any state or federal court located in Cxxx County, action or proceeding brought in such courtsIllinois, any claim that it the party is not subject personally to the jurisdiction of the above-named courtssuch court, that its property is exempt or immune from attachment or execution, that the suit, action or such legal proceeding is has been brought in an inconvenient forum, that the venue of the suit, action or such proceeding is improper or that this Agreement or the subject matter hereof of this Agreement may not be enforced in or by such court, in each case, unless another jurisdiction is required ; and (v) agrees to enforce pay the rights of reasonable attorneys’ fees and costs to the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that any such action or proceeding, in addition to any other relief to which such party or parties may be entitled. (c) EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

Governing Law; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed under the internal laws of the State of DelawareNew York, without consideration of its giving effect to any choice of law provisions, and shall not be amended, modified or discharged in whole conflict of law provision or in part except by an agreement in writing signed by both rule (whether of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each State of New York or any other jurisdictions) that would cause the application of the parties hereto expressly laws of any jurisdictions other than the State of New York. Purchaser and Seller each hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State The City of New York York, Borough of Manhattan, for the purposes adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or thereby, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, action or proceeding brought in such courtsproceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreementimproper. The parties hereto Each party hereby consent to irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mail mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law law. Nothing contained herein shall be deemed or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and operate to preclude Purchaser from bringing suit or taking other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action against Seller in any other jurisdiction to collect on Seller’s obligations to Purchaser or to enforce a judgment or other proceeding is brought for the enforcement court ruling in favor of this Agreementsuch Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, or because of an alleged disputeAND AGREES NOT TO REQUEST, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under in accordance with the laws of the State of Delaware, New York without consideration regard to principles of its choice conflict of law provisions, and shall not be amended, modified or discharged in whole or in part except by an laws (other than to the extent such principles permit the parties’ agreement in writing signed by both to select the laws of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTState of New York). Each of the parties hereto expressly submits and parties: (a) consents in advance to the sole and exclusive personal jurisdiction of the state and federal courts located sitting in the State of New York for the purposes located in Borough of Manhattan, New York in any and all suits, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement or the transactions contemplated by this Agreement; (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each of the parties hereto hereby waives, and agrees not waives any defense of inconvenient forum to assert, by way the maintenance of motion, as a defense, or otherwise, in any such suit, action or proceeding so brought in such courtsand waives any bond, surety or other security that might be required of the other parties with respect thereto. To the extent permitted by applicable law, any claim that it is not subject personally party may make service on the other parties by sending or delivering a copy of the process to the jurisdiction party to be served at the address and in the manner provided for the giving of notices in Section 9 (Notices). Nothing in this Section 14, however, shall affect the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought right of any party to serve legal process in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that all directions issued by the forum courtEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, including all injunctions and other decreesPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, may be filedTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, and will be binding and enforceableADMINISTRATION, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledPERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Governing Law; Waiver of Jury Trial. This (a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the transactions contemplated thereby shall be governed by and construed under and enforced in accordance with the internal laws of the State of DelawareNew York applicable to contracts and agreements made and to be performed solely within the State of New York. Each party agrees that all legal proceedings concerning the interpretations, without consideration of its choice of law provisions, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTtransactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each of the parties hereto expressly party hereby irrevocably submits and consents in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in the State City of New York York, borough of Manhattan for the purposes adjudication of any and all suits, actions dispute hereunder or other proceedings in connection herewith or other disputes arising out of, based on with any transaction contemplated hereby or relating discussed herein (including with respect to this Agreement. Each the enforcement of any of the parties hereto Transaction Documents), and hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motionany such court, as a defensethat such suit, action or otherwise, proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in such courts, any claim that effect for notices to it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that under this Agreement or the subject matter hereof may not be enforced in or by and agrees that such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledlaw.

Governing Law; Waiver of Jury Trial. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed under in accordance with the laws of the State of Delaware, without consideration giving effect to the principles of its choice conflicts of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both laws that would otherwise require the application of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTlaw of any other state. Each of the parties hereto expressly submits Parties further agrees that notice as provided herein shall constitute sufficient service of process and consents in advance the Parties further waive any argument that such service is insufficient. The Parties irrevocably submit to the sole and exclusive jurisdiction of the state and or federal courts located in the State of New York for the purposes of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waivesstate of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and the Transactions, and agrees hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, defense in any such suitaction, action suit or proceeding for interpretation or enforcement hereof or that such action, suit or proceeding may not be brought in such courts, any claim that it or is not subject personally to the jurisdiction of the above-named courts, maintainable in said courts or that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter hereof may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined by such a Delaware state or federal court. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with such action, suit or proceeding in the manner provided in Section 9.5 hereof or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Each Party acknowledges and agrees that any controversy which may arise under this Agreement or the Transactions is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the Transactions. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in each casethe event of litigation, unless another jurisdiction is required seek to enforce the rights foregoing waiver; (ii) such Party understands and has considered the implications of the Company under foregoing waiver; (iii) such Party makes the foregoing waiver voluntarily and (iv) such Party has been induced to enter into this Agreement. The parties hereto hereby consent to service of process by mail and any Agreement by, among other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreementthings, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs mutual waiver and reasonable expenses incurred certifications in that action or proceeding, in addition to any other relief to which such party or parties may be entitledthis Section 9.12.

Governing Law; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed under in accordance with the internal laws of the State of Delaware, New York without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance regard to the sole and exclusive conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of the state and federal courts located in any court of the State of New York located in the County of New York or the United States District Court for the purposes Southern District of the State of New York, any appellate courts from any thereof (any such court, a "New York Court") or any court of the United Kingdom located in London, or any appellate courts from any thereof (any such court, a "UK Court"), but shall not be required to submit to the jurisdiction of a court other than a New York Court or UK Court, for the purpose of any and all suitssuit, actions action or other proceedings or other disputes proceeding arising out of, based on of or relating to this Agreement. Each Agreement or under any applicable securities laws and arising out of the parties hereto hereby waivesforegoing, which is brought by or against the Company, and the Company hereby irrevocably agrees not to assert, by way that all claims in respect of motion, as a defense, or otherwise, in any such suit, action or proceeding brought will be heard and determined in any such courts, any claim that it is not subject personally court. Each party hereto (other than the Company) hereby irrevocably submits to the jurisdiction of any New York Court, but shall not be required to submit to the above-named courtsjurisdiction of a court other than a New York Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and such party hereby irrevocably agrees that its property is exempt all claims in respect of any such suit, action or immune from attachment proceeding will be heard and determined in any such court. The Company hereby agrees not to commence any action, suit or executionproceeding relating to this Agreement other than in a New York Court except to the extent mandated by applicable law. The Company hereby waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding in any New York Court or any UK Court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. Each party hereto (other than the Company) hereby waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding in any New York Court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (b) The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of any Purchaser to take proceedings against any other party hereto in courts of any other competent jurisdiction nor shall the taking of proceedings against such other party in any one or more jurisdictions preclude the taking of proceedings against such other party in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. (c) The Company agrees that the process by which any suit, action or proceeding is brought begun in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that connection with this Agreement or may be served on it at its principal place of business in the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce United Kingdom for the rights of time being. If the Company under this Agreement. The parties hereto hereby consent ceases to have a principal place of business in the United Kingdom, it shall immediately appoint a further person in the United Kingdom to accept service of process by mail and on its behalf in such jurisdiction. Nothing contained herein shall affect the right of the parties hereto to serve process in any other manner permitted by law law. In addition, the Company acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Company arising out of or relating to this AgreementAgreement or under any securities laws of the United States or any state thereof and arising out of the foregoing, (b) it has, prior to the date hereof, paid such agent an amount in cash sufficient to procure such agent's services for three years from the date hereof and (c) service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided above, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The parties acknowledge that Company agrees to take any and all directions issued by the forum court, including all injunctions and other decrees, action as may be filed, necessary to maintain such designation and will be binding appointment of such agent in full force and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought effect for a period of at least three years from the enforcement date of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by construed and construed under enforced in accordance with the laws of the State of Delaware, Delaware without consideration of its regard to the choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTprinciples thereof. Each of the parties hereto expressly submits and consents agrees that any dispute between the parties shall be resolved only in advance to the sole and exclusive jurisdiction courts of the state and federal courts located in the State of New York or the United States District Court for the purposes Southern District of New York and in the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by or service with the Company Group, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New York, the United States District Court for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all suitsclaims in respect of any such Proceeding shall be heard and determined in such New York State court or, actions to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or other proceedings the Company may now or other disputes thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of, based on of or relating to this Agreement. Each of Agreement or the parties hereto hereby waives, and agrees not to assert, Executive’s employment by way of motion, as a defenseor service with the Company Group, or otherwisethe Executive’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such suitProceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), action postage prepaid, to such party at the Executive’s or proceeding brought the Company’s address for notices, as set forth in such courtsSection 10 hereof, any claim and (e) agrees that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought nothing in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or shall affect the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required right to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to effect service of process by mail and in any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledapplicable law.

Governing Law; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed under and enforced in accordance with the internal laws of the State of Delaware, without consideration regard to the principles of its choice conflict of law provisionslaws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both defense of the parties hereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties transactions contemplated hereunder (whether brought against a party hereto expressly submits and consents or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in advance to the sole and exclusive jurisdiction of the state and federal courts located sitting in Tacoma, Washington (the State “Washington Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of New York the Washington Courts for the purposes adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, and agrees not to assertassert in any suit, by way action or proceeding, any claim that it is not personally subject to the jurisdiction of motion, as a defensesuch Washington Courts, or otherwise, such Washington Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Notes and agrees that such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service shall constitute good and sufficient service of process by mail and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or this Agreementapplicable law. The parties acknowledge that Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all directions issued right to trial by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, jury in all jurisdictions. Except as otherwise provided in Section 7, if any legal proceeding arising out of or relating to this Amendment or the transactions contemplated hereby. If any party shall commence an action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with to enforce any provisions of this AgreementAmendment, then the successful or prevailing party in such action or parties proceeding shall be entitled to recover reasonable reimbursed by the other party for its attorney’s fees, court fees and other costs and reasonable expenses incurred in that the investigation, preparation and prosecution of such action or proceeding, in addition to any other relief to which such party or parties may be entitled.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware(a) THIS AGREEMENT, without consideration of its choice of law provisionsAND ANY CLAIM, and shall not be amendedCONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PARTIES HERETO STATE OF NEW YORK. (b) THE COMPANY, THE ADVISER, THE ADMINISTRATOR AND EACH PLACEMENT AGENT HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT. Each AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (c) Except as set forth below, no claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (a “Claim”) may be commenced, prosecuted or continued in any court other than the parties hereto expressly submits and consents in advance to the sole and exclusive jurisdiction courts of the state and federal courts located in the State of New York located in the City and County of New York or in the United States District Court for the purposes Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company, the Adviser and the Administrator each consents to the jurisdiction of such courts and personal service with respect thereto. The Company, the Adviser and the Administrator each hereby consents to personal jurisdiction, service and venue in any and all suits, actions or other proceedings or other disputes court in which any Claim arising out ofof or in any way relating to this Agreement is brought by any third party against Placement Agents or any indemnified party. Placement Agents and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Adviser and the Administrator (each on its behalf and, to the extent permitted by applicable law, its members and affiliates) each waive all right to trial by jury in any action, proceeding or counterclaim (whether based on upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of The Company, the parties hereto hereby waives, Adviser and the Administrator each agrees not to assert, by way of motion, as that a defense, or otherwise, final judgment in any such suitaction, action proceeding or proceeding counterclaim brought in any such courtscourt shall be conclusive and binding upon each of the Company, the Adviser and the Administrator and may be enforced in any claim that it is not subject personally other courts to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue which any of the suitCompany, action the Adviser and the Administrator each is or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filedsubject, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which by suit upon such party or parties may be entitledjudgment.

Governing Law; Waiver of Jury Trial. (a) This Agreement, the Repurchase, the Notes Issuance and all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of law principles that would apply the Law of another jurisdiction, except that Section 7.1 relating to waivers and amendments to the Shareholders’ Agreement shall be governed by and construed under in accordance with the laws of the Netherlands without giving effect to any conflict of law principles that would apply the Law of another jurisdiction. (b) Except as provided in Section 10.7(j), any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement or the transactions contemplated by this Agreement or the formation, applicability, breach, termination or validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and the seat of the arbitration shall be New York, New York. (c) The party or parties initiating arbitration (the “Claimant(s)”) shall nominate an arbitrator in its (their) request for arbitration (the “Arbitration Request”). The party or parties named as Respondent(s) in the Arbitration Request (the “Respondent(s)”) shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such nomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the ICC (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the confirmation by the ICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, the other two arbitrators shall promptly notify the parties of the nomination. If the first two arbitrators nominated/appointed fail to nominate a third arbitrator within the thirty (30) days referred to above, the ICC Court shall appoint the third arbitrator and shall promptly notify the parties of the appointment. The third arbitrator shall act as chair of the Arbitral Tribunal. Each arbitrator shall be qualified to practice law under the Laws of the State of Delaware, without consideration New York. An arbitrator shall be deemed to have met these qualifications unless any party objects within fifteen (15) days. (d) The parties agree that any Award by the Arbitral Tribunal on interim measures shall be fully enforceable as such and an application for interim measures to a court of its choice of law provisions, and competent jurisdiction by any party to the arbitration shall not be amendeddeemed incompatible with, modified or discharged a waiver of, the agreement to arbitrate set out in whole this Section 11. (e) In order to facilitate the comprehensive resolution of related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this Section 11, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this Section may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be no consolidation. (f) The ICC Court, any arbitrator, and their agents or Representatives, shall keep confidential and not disclose to any non-party the existence of the arbitration, non-public materials and information provided in the arbitration by another party, and orders or awards made in the arbitration (together, the “Arbitration Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party — including a fact or expert witness, stenographer, translator or any other person — the party or arbitrator shall make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Arbitration Confidential Information. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the extent necessary to: (i) prosecute or defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other professional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any disclosure allowed under the foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided. The Arbitral Tribunal may permit further disclosure of Arbitration Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in part except any way derogate from the agreement to arbitrate set out in this Section 11. (g) If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the same. (h) The agreement to arbitrate under this Section 11 shall be specifically enforceable. Any Award rendered by an agreement the Arbitral Tribunal shall be in writing signed and shall be final and binding upon the parties, and may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be entered by both any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets and, to the maximum extent permitted by Law, the parties agree that any court of competent jurisdiction in which enforcement of the parties heretoAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, regardless of whether such relief is characterized as legal, equitable or otherwise. (i) Except as provided in Section 10.7(j), each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York for enforcing the Parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO WAIVE TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION IN ANY MATTERS ARISING OUT OF OR RELATED TO IN ANY WAY CONNECTED WITH THIS AGREEMENT. Each of the parties hereto expressly submits and consents in advance AGREEMENT AND THE TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. (j) Notwithstanding anything to the sole and exclusive jurisdiction of the state and federal courts located contrary in the State of New York for the purposes of this Section 10.7, any and all suitsdispute, actions controversy or other proceedings or other disputes claim arising out ofof or in connection with, based on or relating to this Agreement. Each of the parties hereto hereby waivesto, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in such courts, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement Section 7.1 or the subject matter hereof may not be enforced in or by such courtformation, in each case, unless another jurisdiction is required to enforce the rights of the Company under this Agreement. The parties hereto hereby consent to service of process by mail and any other manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged disputeapplicability, breach, default termination or misrepresentation validity thereof, shall in connection with any provisions of this Agreementthe first instance be settled by xxx xxxxxx xx Xxxxxxxxx, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitledXxx Xxxxxxxxxxx.

Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Delaware, without consideration of its choice of law provisions, and shall not be amended, modified or discharged in whole or in part except by an agreement in writing signed by both of the parties hereto. EACH (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT THAT ANY AND ALL RIGHT PROVISIONS REQUIRED TO TRIAL BE GOVERNED BY JURY IN ANY LEGAL PROCEEDING ARISING OUT THE LAWS OF OR RELATED TO THIS AGREEMENTTHE STATE OF DELAWARE SHALL BE GOVERNED THEREBY. Each of the parties hereto expressly submits and consents in advance (w) will submit itself to the sole and non-exclusive jurisdiction of the state and any federal courts court located in the State States of Colorado or New York for or any Colorado or New York state court having subject matter jurisdiction in the purposes event any dispute arises out of any and all suits, actions or other proceedings or other disputes arising out of, based on or relating to this Agreement. Each of the parties hereto hereby waives, and (x) agrees not that venue will be proper as to assert, by way of motion, as a defense, or otherwise, proceedings brought in any such suitcourt with respect to such a dispute, (y) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (z) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding brought in any such courtscourt. The Company hereby appoints News America Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx, as its authorized agent (the “Authorized Agent”) upon which process may be served in any claim action arising out of or based upon this Agreement or the transactions contemplated hereby that it is not subject personally may be instituted in any court by any party hereto and expressly consents to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by any such court, but only in each caserespect of any such action, unless another and waives any other requirements of or objections to personal jurisdiction is required with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to enforce the rights act as said agent for service of process, and the Company under this Agreementagrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The parties hereto hereby consent If the Authorized Agent shall cease to act as the Company’s agent for service of process, the Company shall appoint without delay another such agent and notify LMC of such appointment in the manner provided in Section 7(f) for the giving of notices. With respect to any such action in the courts, service of process by mail and any other upon the Authorized Agent in the manner permitted by law or this Agreement. The parties acknowledge that all directions issued by the forum court, including all injunctions and other decrees, may be filed, and will be binding and enforceable, in all jurisdictions. Except as otherwise provided in Section 7, if any legal action or other proceeding is brought 7(f) for the enforcement giving of notices (substituting the address set forth above in this Agreement, or because Section 7(k)(i)) and written notice of an alleged dispute, breach, default or misrepresentation such service to the Company given as provided in connection with any provisions of this Agreement, the successful or prevailing party or parties Section 7(f) shall be entitled to recover reasonable attorney’s fees, court costs and reasonable expenses incurred in that action or proceedingdeemed, in addition to any other relief to which such party or parties may be entitledevery respect, effective service of process upon the Company. (ii) EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION. THIS SECTION 8(k)(ii) HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.