Common use of Judicial Proceedings Clause in Contracts

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Each of the Teekay Parties irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, Xxxxxxxx (New York, New York) LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Teekay Parties represent represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to any of the Teekay Parties shall be deemed, in every respect, effective service of process upon the such Teekay PartiesParty. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding preceding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, each of the Teekay Parties agreeagrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the applicable Teekay Parties Party an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. 11.4.1 Either party shall notify the other forthwith upon becoming aware of any Judicial Proceedings. 11.4.2 If in accordance with Clause 11.4.1 either party serves a notice then: (a) The Teekay Parties irrevocably the Authority shall be entitled by notice in writing to D&B Co (the "Suspension Notice") to require D&B Co to suspend the Works (or the relevant part thereof) and D&B Co shall forthwith suspend the Works (or the relevant part thereof) upon receipt of the Suspension Notice and such suspension shall subsist subject to Clause 11.4.5(a) until such time as (i) agree that any legal suit, action such Judicial Proceedings are finally dismissed or proceeding against the Teekay Parties arising out of withdrawn leaving in place a valid planning permission; or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreementprovided there is no subsisting Judicial Proceedings Action, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant Authority informs D&B Co that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including Works (or the filing of any and all documents and instruments, that may relevant part thereof) should be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon resumed (whichever is the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties.earlier); and/or (b) D&B Co must suspend the Works (or the relevant part thereof) and forthwith give notice of such suspension in writing to the Authority (the "D&B Co Suspension Notice") and such suspension shall subsist subject to Clause 11.4.5(b) until such time as (i) such Judicial Proceedings Action is finally overturned leaving in place a valid planning permission; (ii) this Agreement is varied by means of an Authority Works Variation in order to permit D&B Co to lawfully to resume the Works (or the relevant part thereof) and/or perform its obligations under this Agreement; or (iii) the parties otherwise agree in writing 28 The parties should agree the Planning Responsibilities Matrix before signing the Education D&B Agreement. If the detailed planning permission includes conditions with which the Authority (as owner/occupier of the Facilities) must comply, appropriate drafting should be included at Clause 11.3 (Consents and Planning Approval) and cross referred to in Clause 5.2.1 (General Standards) Authorities should seek advice on the extent and consequences of any such obligations. 29 This drafting must be used where entry into the Education D&B Agreement less than six (6) weeks after detailed planning permission is granted. In line with market practice, this drafting places the risk of judicial review of the planning permission within that six (6) week period with the Authority. Thereafter judicial review risk transfers to D&B Co. The risk transferred to the Authority excludes any judicial review or challenge that arises from D&B Co's conduct during or compliance with the planning process. that the Works (or the relevant part thereof) should be resumed (whichever is the earlier). 11.4.3 Save for where D&B Co or a D&B Co Party (and for the purposes of obtaining judgment this Clause 11.4.3 only “D&B Co or a D&B Co Party” shall exclude an employee or agent of D&B Co or of a D&B Co Party acting in a personal capacity) has brought or caused to be brought on its behalf Judicial Proceedings, any court it is necessary suspension of the Works (or the relevant part thereof) pursuant to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used Clause 11.4.2(a) or 11.4.2(b) shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it deemed to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which be: (and only a) A Delay Event (to the extent thatthat there will be (or is likely to be) delay to [satisfaction of the Underwriters may ICT Handover Requirements, ] completion of the [Main] Works [or, the Post Completion Works (as applicable)] as a result (and for the purposes of the provisions of Clause 52 (Notices) D&B Co is deemed to have become aware that there will be or is likely to be a delay in accordance with normal banking procedures purchase United States dollars with such other currencythe commencement or completion of the [relevant] Works on the date of receipt of the Suspension Notice or the date of D&B Co Suspension Notice as appropriate); if and/or (b) A Compensation Event where D&B Co has incurred a loss (including a loss in revenue) and/or expense as a direct result of the United States dollars so purchased Suspension Notice or D&B Co Suspension Notice, from the date of the Suspension Notice or D&B Co Suspension Notice as appropriate. 11.4.4 Where a D&B Co Party (and for the purposes of this Clause 11.4.4 only “D&B Co Party” shall exclude an employee or agent of D&B Co or any D&B Co Party acting in a personal capacity) has brought or caused to be brought on its behalf Judicial Proceedings any suspension of the Works (or the relevant part thereof) pursuant to Clause 11.4.2(a) or 11.4.2(b) shall be deemed to be a Relief Event from the date of the Suspension Notice or D&B Co Suspension Notice as appropriate and the provisions of Clause 25 (Relief Events) shall apply but solely for the purpose of entitling D&B Co to apply for relief from any rights of the Authority to terminate this Agreement for a D&B Co Event of Default pursuant to Clauses 33.1.2 (Long Stop)and/or 33.1.4 (Default). 11.4.5 If by the date falling [twelve (12)]30 months after the date of the: (a) Suspension Notice, the Works (or the relevant part thereof) are less than still suspended pursuant to Clause 11.4.2(a); or (b) D&B Co Suspension Notice, the sum originally due Works (or the relevant part thereof) are still suspended pursuant to Clause 11.4.2(b), then unless agreed otherwise in writing between the parties, the Authority shall either (i) issue an Authority Works Variation Enquiry to vary the 30 The time limit must be realistic and take into account the likely time for the Judicial Proceedings to be heard. Authority’s Construction Requirements to remove those requirements relating to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess affected part of the dollars so purchased over Facility to which the sum originally due to the Underwriters hereunder.Judicial Proceedings relate; or

Judicial Proceedings. (a) The Teekay Parties PartnerRe Entities expressly accept and irrevocably (i) agree that submit to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Time of Sale Prospectus, the Prospectus, the Indenture or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Securities. To the fullest extent it may effectively do soso under applicable law, each PartnerRe Entity irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each PartnerRe Entity agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 13(a) brought in any such court shall be conclusive and binding upon such PartnerRe Entity, Xxxxxx & Xxxxxxxx, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York, New York, York (or any other court the jurisdiction to which such PartnerRe Entity is or may be subject) by a suit upon such judgment. (c) Each PartnerRe Entity irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws nature referred to in Section 13(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the United States or any state Guarantor specified in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Section 14. Each PartnerRe Entity agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that the rate of exchange used be taken and held to be valid personal service upon and personal delivery to such PartnerRe Entity. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 13 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, PartnerRe Entities in the Teekay Parties agree, as courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Company Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Company Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Company Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Company Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Company Parties shall be deemed, in every respect, effective service of process upon the Teekay Company Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Company Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Company Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Company Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company and the Guarantors irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties Company or any Guarantor arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it they may effectively do so, any objection which it they may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of The Company and the Teekay Parties has Guarantors have appointed Xxxxxx, Xxxxxx Xxxxxxx & Xxxxxxxx, New York, New YorkAssociates, as its their authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties Company and the Guarantors represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company and the Guarantors shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany and the Guarantors. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Initial Purchasers could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company and the Guarantors in respect of any sum due from it them to the Underwriters Initial Purchasers shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters Initial Purchasers of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Initial Purchasers may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Initial Purchasers hereunder, the Teekay Parties Company and the Guarantors agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Initial Purchasers against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Initial Purchasers hereunder, the Underwriters Initial Purchasers agree to pay to the Teekay Parties Company and the Guarantors an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Initial Purchasers hereunder. (c) To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and the Guarantors irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

Judicial Proceedings. (a) The Teekay Parties 15.1 Each party irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any United States federal and state courts in the Borough of Manhattan in The City of New York court(a “New York Court”), (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any a New York court Court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, The Company expressly consents to the jurisdiction of any such court New York Court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) 15.2 If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Managers could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding Business Day preceding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters applicable Manager shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters applicable Manager of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters applicable Manager may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters applicable Manager hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters applicable Manager against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters applicable Manager hereunder, the Underwriters agree applicable Manager agrees to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters applicable Manager hereunder.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx Xxxxxxx & Xxxxxxxx, New York, New YorkAssociates, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Facility Agent shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it and the other Secured Parties irrevocably (i) agree that any legal suit, action or proceeding against by this Agreement and the Teekay Parties arising out other Transaction Documents. Upon the occurrence and during the continuance of or based upon this Agreementan Event of Default, the transactions contemplated hereby Facility Agent may proceed by suit or alleged violations suits at law or in equity to enforce such rights and to foreclose upon the Collateral Portfolio and to sell all, or from time to time any, of the securities laws Collateral Portfolio under the judgment or decree of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying a court of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partiescompetent jurisdiction. (b) If All rights of action and rights to assert claims upon or under this Agreement may be enforced by the Facility Agent without the possession of this Agreement, any Transaction Document or any other document or instrument evidencing any of the Obligations or the production thereof in any trial or other proceeding relative thereto, any such suit or proceeding instituted by the Facility Agent shall be brought in its name as Facility Agent and any recovery of judgment shall be held as part of the Collateral Portfolio. (c) In the event that the Facility Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any other Transaction Document and the proceeding for the purposes of obtaining judgment enforcement thereof shall have been discontinued or abandoned for any reason, then and in any court it is necessary to convert a sum due hereunder into any currency other than United States dollarsevery such case the Borrower, the parties hereto agreeFacility Agent and the other Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder with respect to the fullest extent that they may effectively do soCollateral Portfolio and in all other respects, that and thereafter all rights, remedies and powers of the rate Facility Agent and the other Secured Parties shall continue as though no such proceeding had been taken. (d) If a receiver of exchange used the Collateral Portfolio shall be appointed in judicial proceedings, the rate at which in accordance with normal banking procedures Facility Agent may be appointed as such receiver. Notwithstanding the Underwriters could purchase United States dollars with such other currency appointment of a receiver, but subject to an order of the court in the City judicial proceedings referred to above, the Facility Agent shall be entitled to retain possession and control of New York on all cash or property held by or deposited with it or its agents pursuant to any provision of this Agreement. (e) During the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect pendency of any sum due from it legal proceeding to the Underwriters shall, notwithstanding determine whether any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters claim of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Person is an Obligation hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding Facility Agent shall segregate any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due funds allocable to the Underwriters hereunderPerson whose claim is the subject of such proceeding and hold such segregated funds until the matter has been resolved, the Underwriters agree to pay such resolution being evidenced either by a written direction to the Teekay Parties an amount equal Facility Agent by the parties to the excess such proceeding or by a final, nonappealable order of the dollars so purchased over the sum originally due to the Underwriters hereundera court of competent jurisdiction.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed XxxxxxWxxxxx, Xxxxxx & XxxxxxxxWxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree that submits to the non-exclusive jurisdiction of any legal state or federal court sitting in the City of New York over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Agreement or alleged violations any of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to other Purchaser Documents. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in paragraph (a) above brought in any such court shall, subject to such rights of appeal on issues other than jurisdiction as may be available, be conclusive and binding upon it and may be enforced in the courts of the United States of America or the State of New York court and (iii) submits or any other courts to the exclusive jurisdiction of which it is or may be subject) by a suit upon such courts judgment. (c) The Company consents to service of process in any suit, action or proceeding of the nature referred to in paragraph (a) above by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its address specified in or designated pursuant to Section 15.1. Such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent proceeding and (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. (d) Nothing in this Section 14 shall affect the right of any of the Purchasers to serve process in any manner permitted by law, or limit any right that they any of the Purchasers may effectively do sohave to bring proceedings against the Company in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one (1) jurisdiction in any other jurisdiction. (e) Upon breach or default by any Corporation with respect to any obligation hereunder or under any of the other Purchaser Documents, that the rate of exchange used Purchasers (or their agents) shall be the rate entitled to protect and enforce their rights at which law, or in accordance with normal banking procedures the Underwriters could purchase United States dollars with equity or by other appropriate proceedings for specific performance of such other currency obligation, or for an injunction against such breach or default, or in the City of New York on the business day proceeding that on which final judgment is given. The obligations aid of the Teekay Parties in respect exercise of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt power or remedy granted hereby or thereby or by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderlaw.

Judicial Proceedings. (a) 15.1. The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) 15.2. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “"Authorized Agent”"), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Company Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Company Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Company Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Company Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Company Parties shall be deemed, in every respect, effective service of process upon the Teekay Company Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Company Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Company Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Company Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties and the Representatives irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Partnership Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed XxxxxxPxxxxxx & Associates, Xxxxxx & XxxxxxxxNewark, New York, New YorkDelaware, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable by the Partnership Parties. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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 aforesaidprocess. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties Company arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx Xxxxxxx & Xxxxxxxx, New York, New YorkAssociates, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Initial Purchasers could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters Initial Purchasers shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters Initial Purchasers of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Initial Purchasers may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Initial Purchasers hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Initial Purchasers against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Initial Purchasers hereunder, the Underwriters Initial Pruchasers agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Initial Purchasers hereunder. (c) To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

Judicial Proceedings. (a) The Teekay Partnership Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York), New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Administrative Agent shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it and the other Secured Parties irrevocably (i) agree that any legal suit, action or proceeding against by this Agreement and the Teekay Parties arising out other Transaction Documents. Upon the occurrence and during the continuance of or based upon this Agreementan Event of Default, the transactions contemplated hereby Administrative Agent may proceed by suit or alleged violations suits at law or in equity to enforce such rights and to foreclose upon the Collateral Portfolio and to sell all, or from time to time any, of the securities laws Collateral Portfolio under the judgment or decree of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying a court of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partiescompetent jurisdiction. (b) If All rights of action and rights to assert claims upon or under this Agreement may be enforced by the Administrative Agent without the possession of this Agreement, any Transaction Document or any other document or instrument evidencing any of the Obligations or the production thereof in any trial or other proceeding relative thereto, any such suit or proceeding instituted by the Administrative Agent shall be brought in its name as Administrative Agent and any recovery of judgment shall be held as part of the Collateral Portfolio. ‑165‑ (c) In the event that the Administrative Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any other Transaction Document and the proceeding for the purposes of obtaining judgment enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent or any other Secured Party, then and in any court it is necessary to convert a sum due hereunder into any currency other than United States dollarsevery such case the Borrower, the parties hereto agreeAdministrative Agent and the other Secured Parties shall, subject to any effect of or determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder with respect to the fullest extent that they may effectively do soCollateral Portfolio and in all other respects, that and thereafter all rights, remedies and powers of the rate Administrative Agent and the other Secured Parties shall continue as though no such proceeding had been taken. (d) If a receiver of exchange used the Collateral Portfolio shall be appointed in judicial proceedings, the rate at which in accordance with normal banking procedures Administrative Agent may be appointed as such receiver. Notwithstanding the Underwriters could purchase United States dollars with such other currency appointment of a receiver, but subject to an order of the court in the City judicial proceedings referred to above, the Administrative Agent shall be entitled to retain possession and control of New York on all cash or property held by or deposited with it or its agents pursuant to any provision of this Agreement. (e) During the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect pendency of any sum due from it legal proceeding to the Underwriters shall, notwithstanding determine whether any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters claim of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Person is an Obligation hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding Administrative Agent shall segregate any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due funds allocable to the Underwriters hereunderPerson whose claim is the subject of such proceeding and hold such segregated funds until the matter has been resolved, the Underwriters agree to pay such resolution being evidenced either by a written direction to the Teekay Parties an amount equal Administrative Agent by the parties to the excess such proceeding or by a final, nonappealable order of the dollars so purchased over the sum originally due to the Underwriters hereundera court of competent jurisdiction.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) 15.1 The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx Xxxxxx & Xxxxxxxx, New York, New YorkXxxxxxxx LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) 15.2 If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Manager could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding Business Day preceding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters Manager shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters Manager of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Manager may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters Manager hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Manager against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters Manager hereunder, the Underwriters agree Manager agrees to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Manager hereunder.

Judicial Proceedings. (a) The Teekay Each of the VTTI Parties hereby irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay VTTI Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay VTTI Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay VTTI Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay VTTI Parties shall be deemed, in every respect, effective service of process upon the Teekay VTTI Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay VTTI Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay VTTI Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay VTTI Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties Company or its subsidiaries arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Initial Purchasers could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters Initial Purchasers shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters Initial Purchasers of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Initial Purchasers may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Initial Purchasers hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Initial Purchasers against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Initial Purchasers hereunder, the Underwriters Initial Purchasers agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Initial Purchasers hereunder.

Judicial Proceedings. (a) The Teekay Parties Company expressly accepts and irrevocably (i) agree that submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, Agreement or the transactions contemplated hereby or alleged violations of Shares and the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Additional Shares. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 12(a) brought in any such court shall be conclusive and binding upon the Company, Xxxxxx & Xxxxxxxx, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York, New York, York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) The Company irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the United States or any state Company specified in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Section 13. The Company agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that be taken and held to be valid personal service upon and personal delivery to the rate of exchange used Company. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 12 shall affect the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess right of the dollars so purchased over Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the sum originally due Company in the courts of any jurisdiction or to the Underwriters hereunderenforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Judicial Proceedings. (a) The Teekay Parties Guarantor expressly accepts and irrevocably (i) agree that submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, Agreement or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Preferred Securities. To the fullest extent it may effectively do soso under applicable law, the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Guarantor agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 12(a) brought in any such court shall be conclusive and binding upon the Guarantor, Xxxxxx & Xxxxxxxx, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York, New York, York (or any other court the jurisdiction to which the Guarantor is or may be subject) by a suit upon such judgment. (c) The Guarantor irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the United States or any state Guarantor specified in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Section 13. The Guarantor agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that be taken and held to be valid personal service upon and personal delivery to the rate of exchange used Guarantor. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 12 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, Guarantor in the Teekay Parties agree, as courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Partnership Parties and Golar irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties and Golar arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Partnership has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”)) and Golar has appointed Xxxxxx & Xxxxxx LLP, as its Authorized Agent, upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties and Golar represent and warrant that the respective Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the respective Authorized Agent and written notice of such service to the Teekay Partnership Parties or Golar, as applicable, shall be deemed, in every respect, effective service of process upon the Teekay PartiesPartnership Parties or Golar, as applicable. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties and Golar in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties and Golar agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties and Golar an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”"AUTHORIZED AGENT"), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party -38- responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Each of the KNOT Parties and the Representatives irrevocably (i) agree that any legal suit, action or proceeding against the Teekay KNOT Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The KNOT Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay KNOT Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay KNOT Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay KNOT Parties shall be deemed, in every respect, effective service of process upon the Teekay KNOT Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay KNOT Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay KNOT Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay KNOT Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. 11.4.1 Either party shall notify the other forthwith upon becoming aware of any Judicial Proceedings. 11.4.2 If in accordance with Clause 11.4.1 either party serves a notice then: (a) The Teekay Parties irrevocably the Authority shall be entitled by notice in writing to D&B Co (the "Suspension Notice") to require D&B Co to suspend the Works (or the relevant part thereof) and D&B Co shall forthwith suspend the Works (or the relevant part thereof) upon receipt of the Suspension Notice and such suspension shall subsist subject to Clause 11.4.5(a) until such time as: (i) agree that any legal suit, action such Judicial Proceedings are finally dismissed or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state withdrawn leaving in the United States may be instituted in any New York court, place a valid planning permission; or (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreementprovided there is no subsisting Judicial Proceedings Action, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant Authority informs D&B Co that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including Works (or the filing of any and all documents and instruments, that may relevant part thereof) should be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon resumed (whichever is the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties.earlier); and/or (b) If D&B Co must suspend the Works (or the relevant part thereof) and forthwith give notice of such suspension in writing to the Authority (the "D&B Co Suspension Notice") and such suspension shall subsist subject to Clause 11.4.5(b) until such time as: (i) such Judicial Proceedings Action is finally overturned leaving in place a valid planning permission; (ii) this Agreement is varied by means of an Authority Works Variation in order to permit D&B Co to lawfully to resume the Works (or the relevant part thereof) and/or perform its obligations under this Agreement; or (iii) the parties otherwise agree in writing that the Works (or the relevant part thereof) should be resumed (whichever is the earlier). 29 This drafting must be used where entry into the Education D&B Agreement less than six (6) weeks after detailed planning permission is granted. In line with market practice, this drafting places the risk of judicial review of the planning permission within that six (6) week period with the Authority. Thereafter judicial review risk transfers to D&B Co. The risk transferred to the Authority excludes any judicial review or challenge that arises from D&B Co's conduct during or compliance with the planning process. 11.4.3 Save for where D&B Co or a D&B Co Party (and for the purposes of obtaining judgment this Clause 11.4.3 only “D&B Co or a D&B Co Party” shall exclude an employee or agent of D&B Co or of a D&B Co Party acting in a personal capacity) has brought or caused to be brought on its behalf Judicial Proceedings, any court it suspension of the Works (or the relevant part thereof) pursuant to Clause 11.4.2(a) or 11.4.2(b) shall be deemed to be: (a) a Delay Event (to the extent that there will be (or is necessary likely to convert a sum due hereunder into any currency other than United States dollarsbe) delay to [satisfaction of the ICT Handover Requirements, ] completion of the [Main] Works [or, the parties hereto agreePost Completion Works (as applicable)] as a result (and for the purposes of the provisions of Clause 52 (Notices) D&B Co is deemed to have become aware that there will be or is likely to be a delay in the commencement or completion of the [relevant] Works on the date of receipt of the Suspension Notice or the date of D&B Co Suspension Notice as appropriate); and/or (b) a Compensation Event where D&B Co has incurred a loss (including a loss in revenue) and/or expense as a direct result of the Suspension Notice or D&B Co Suspension Notice, from the date of the Suspension Notice or D&B Co Suspension Notice as appropriate. 11.4.4 Where a D&B Co Party (and for the purposes of this Clause 11.4.4 only “D&B Co Party” shall exclude an employee or agent of D&B Co or any D&B Co Party acting in a personal capacity) has brought or caused to be brought on its behalf Judicial Proceedings any suspension of the Works (or the relevant part thereof) pursuant to Clause 11.4.2(a) or 11.4.2(b) shall be deemed to be a Relief Event from the date of the Suspension Notice or D&B Co Suspension Notice as appropriate and the provisions of Clause 25 (Relief Events) shall apply but solely for the purpose of entitling D&B Co to apply for relief from any rights of the Authority to terminate this Agreement for a D&B Co Event of Default pursuant to Clauses 33.1.2 (Long Stop)and/or 33.1.4 (Default). 11.4.5 If by the date falling [twelve (12)]30 months after the date of the: (a) Suspension Notice, the Works (or the relevant part thereof) are still suspended pursuant to Clause 11.4.2(a); or (b) D&B Co Suspension Notice, the Works (or the relevant part thereof) are still suspended pursuant to Clause 11.4.2(b), then unless agreed otherwise in writing between the parties, the Authority shall either (i) issue an Authority Works Variation Enquiry to vary the Authority’s Construction Requirements to remove those requirements relating to the fullest extent that they may effectively do so, that affected part of the rate Facility to which the Judicial Proceedings relate; or (ii) serve notice of exchange used termination under Clause 32 (Authority Events of Default) of this Agreement.] 30 The time limit must be realistic and take into account the likely time for the Judicial Proceedings to be heard. 12. THE DESIGN CONSTRUCTION AND COMMISSIONING PROCESS31 12.1 D&B Co shall be carry out the rate at which Works: 12.1.1 so as to procure satisfaction of the Authority's Construction Requirements; 12.1.2 in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may D&B Co's Proposals; 12.1.3 in accordance with normal banking procedures purchase United States dollars the Quality Plans; 12.1.4 in accordance with such other currencyGood Industry Practice; if and 12.1.5 in accordance with the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess terms of the dollars so purchased over the sum originally due to the Underwriters hereunderthis Agreement.

Judicial Proceedings. (a) The Teekay Partnership Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Underwriter could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Underwriter hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Underwriter hereunder, the Underwriters agree Underwriter agrees to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Underwriter hereunder.

Judicial Proceedings. (a) The Teekay Parties Company expressly accepts and irrevocably (i) agree that submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, Agreement or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Securities. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 12(a) brought in any such court shall be conclusive and binding upon the Company, Xxxxxx & Xxxxxxxx, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York, New York, York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) The Company irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the United States or any state Company specified in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Section 13. The Company agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that be taken and held to be valid personal service upon and personal delivery to the rate of exchange used Company. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 12 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, Company in the Teekay Parties agree, as courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”"AUTHORIZED AGENT"), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Each of the Teekay Parties irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed XxxxxxWxxxxx, Xxxxxx & Xxxxxxxx, Wxxxxxxx (New York, New York) LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Teekay Parties represent represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to any of the Teekay Parties shall be deemed, in every respect, effective service of process upon the such Teekay PartiesParty. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding preceding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, each of the Teekay Parties agreeagrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the applicable Teekay Parties Party an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Partnership Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Partnership has appointed Xxxxxx, Xxxxxx Xxxxxxx & Xxxxxxxx, New York, New YorkAssociates, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree that submits to the non-exclusive jurisdiction of any legal state or federal court sitting in the State of New York in the City of New York over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Agreement or alleged violations any of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to other Purchaser Documents. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in paragraph (a) above brought in any such court shall, subject to such rights of appeal on issues other than jurisdiction as may be available, be conclusive and binding upon it and may be enforced in the courts of the United States of America or the State of New York court and (iii) submits or any other courts to the exclusive jurisdiction of which it is or may be subject) by a suit upon such courts judgment. (c) The Company consents to service of process in any suit, action or proceeding of the nature referred to in paragraph (a) above by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its address specified in or designated pursuant to Section 12.1. Such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent proceeding and (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. (d) Nothing in this Section 11 shall affect the right of any of the Purchasers to serve process in any manner permitted by law, or limit any right that the rate Purchasers may have to bring proceedings against the Company in the courts of exchange used any jurisdiction or to enforce in any lawful manner a judgment obtained in one (1) jurisdiction in any other jurisdiction. (e) Upon breach or default by either party with respect to any obligation hereunder or under any of the other Purchaser Documents, the other parties shall be the rate entitled to protect and enforce their rights at which law, or in accordance with normal banking procedures the Underwriters could purchase United States dollars with equity or by other appropriate proceedings for specific performance of such other currency obligation, or for an injunction against such breach or default, or in the City of New York on the business day proceeding that on which final judgment is given. The obligations aid of the Teekay Parties in respect exercise of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt power or remedy granted hereby or thereby or by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderlaw.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that Any judicial proceeding brought against Guarantor with respect to this Agreement may be brought, at the election of Cat Financial, in any legal suitstate or federal court of competent jurisdiction located in the State of New York or Guarantor’s jurisdiction of incorporation, action or proceeding against the Teekay Parties arising out and, by execution and delivery of or based upon this Agreement, Guarantor accepts, generally and unconditionally, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive nonexclusive jurisdiction of such courts courts, and irrevocably agrees to be bound by any judgment rendered thereby in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on connection with this Agreement, the transactions contemplated hereby Agreement or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and document hereby contemplated. Guarantor hereby waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, consents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified above and service so made shall be deemed completed on the Teekay Parties. (b) If for tenth business day after such service is deposited in the purposes of obtaining judgment mail. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Cat Financial to bring proceedings against Borrower in the courts of any other jurisdiction. Any judicial proceeding by Guarantor against Cat Financial involving, directly or indirectly, any matter in any way arising out of, related to, or connected with this Agreement or the Loan Agreement or any document hereby or thereby contemplated shall be brought only in a state or federal court it is necessary to convert a sum due hereunder into any currency other than located in the State of New York, United States dollarsof America. ANY ACTION, the parties hereto agreeSUIT, to the fullest extent that they may effectively do soOR PROCEEDING RELATING TO THIS GUARANTY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT A JURY. AS SUCH, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderGUARANTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.

Judicial Proceedings. (a) The Teekay Each of the Höegh Parties and the Representatives irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Höegh Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Höegh Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Höegh Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Höegh Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Höegh Parties shall be deemed, in every respect, effective service of process upon the Teekay Höegh Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Höegh Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Höegh Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Höegh Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties and the Representatives irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Partnership Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company expressly accepts and irrevocably (i) agree that submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, Agreement or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Shares. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (a) The Company agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 12(a) brought in any such court shall be conclusive and binding upon the Company, Xxxxxx & Xxxxxxxx, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York, New York, York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (b) The Company irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the United States or any state Company specified in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Section 13. The Company agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that be taken and held to be valid personal service upon and personal delivery to the rate of exchange used Company. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (c) Nothing in this Section 12 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, Company in the Teekay Parties agree, as courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Partnership Parties and Golar irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties and Golar arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”)) and Golar has appointed Xxxxxx & Xxxxxx LLP, as its Authorized Agent, upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties and Golar represent and warrant that the respective Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the respective Authorized Agent and written notice of such service to the Teekay Partnership Parties or Golar, as applicable, shall be deemed, in every respect, effective service of process upon the Teekay PartiesPartnership Parties or Golar, as applicable. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties and Golar in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties and Golar agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties and Golar an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Depositor, the Partnership, MAALP and MAAC each hereby irrevocably (i) agree that submit to the non-exclusive jurisdiction of any legal New York State or Federal court sitting in the City of New York over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the Certificates, the Bonds, the other Depositor Documents, the other Partnership Documents or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to thereby. To the fullest extent it they may effectively do soso under applicable law, each of the Depositor, the Partnership, MAALP and MAAC irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served proceeding brought in any such court and any claim that any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state proceeding brought in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court has been brought in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partiesan inconvenient forum. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollarsThe Depositor, the parties hereto Partnership, MAALP and MAAC each agree, to the fullest extent that they it may effectively do soso under applicable law, that a judgment in any suit, action or proceeding of the rate of exchange used nature referred to in Section 13(a) brought in any such court shall be conclusive and binding upon the rate at which Depositor, the Partnership, MAALP or MAAC, as applicable, subject to rights of appeal, as the case may be, and may be enforced in accordance with normal banking procedures the Underwriters could purchase courts of the United States dollars with such other currency in of America or the City State of New York or of Tennessee (or any other courts to the jurisdiction of which the Depositor, the Partnership, MAALP or MAAC is or may be subject) by a suit upon such judgment. (c) The Depositor, the Partnership, MAALP and MAAC each hereby designates and appoints CT Corporation System as its agent to receive on its behalf service of all process in any action, suit or proceeding of the nature referred to in Section 11(a) in New York, such service being hereby acknowledged by the Depositor, the Partnership, MAALP and MAAC to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to the Depositor, the Partnership, MAALP or MAAC at its address specified in or designated pursuant to Section 10, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by the Depositor, the Partnership, MAALP or MAAC refuses to accept service, the Depositor, the Partnership, MAALP and MAAC each hereby agrees that service upon it by mail shall constitute sufficient notice. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any commercial delivery service. The Depositor, the Partnership, MAALP and MAAC each also irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Depositor, the Partnership, MAALP or MAAC, as applicable, at its address specified in or designated pursuant to Section 10. (d) THE DEPOSITOR, THE PARTNERSHIP, MAALP AND MAAC EACH HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER OR OUT OF THIS AGREEMENT, THE CERTIFICATES, THE BONDS, ANY OF THE OTHER DEPOSITOR DOCUMENTS, ANY OF THE OTHER PARTNERSHIP DOCUMENTS OR ANY ISSUES RELATING HERETO, THERETO OR TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 the transactions contemplated hereby, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Depositor, the Partnership, MAALP, MAAC and the Underwriter acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on the business day proceeding waiver in entering into or accepting the benefits of this Agreement and that each will continue to rely on which final judgment is giventhe waiver in their related future dealings. The obligations Depositor, the Partnership, MAALP and MAAC each further warrants and represents that it has reviewed this waiver with its legal counsel, and that it 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 THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS AGREEMENT, THE CERTIFICATES, THE BONDS, ANY OF THE OTHER DEPOSITOR DOCUMENTS OR ANY OF THE OTHER PARTNERSHIP DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (e) Nothing in this Section 13 shall affect the right of the Teekay Parties Underwriter to serve process in any manner permitted by law, or limit any right that the Underwriter may have to bring proceedings against the Depositor, the Partnership, MAALP or MAAC in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (f) To the fullest extent permitted by applicable law, the Depositor, the Partnership, MAALP and MAAC each agrees that no claim may be made or enforced by the Depositor, the Partnership, MAALP, MAAC or any other Person against the Underwriter or any of its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any sum due from it claim for breach of contract or any other theory of liability arising out of or related to the Underwriters shalltransactions contemplated by this Agreement, notwithstanding the Certificates, the Bonds, any judgment of the other Depositor Documents or any of the other Partnership Documents, or any act, omission or event occurring in a currency other than United States dollarsconnection herewith or therewith; and the Depositor, the Partnership, MAALP and MAAC (on behalf of themselves and their Affiliates) hereby waive, release and agree, to the fullest extent permitted by applicable law, not be discharged until the first business day, following receipt by the Underwriters of to sue upon any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding claim for any such judgmentdamages, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due whether or not accrued and whxxxer or not known or suspected to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderexist in their favor.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree that submits to the non-exclusive jurisdiction of any legal Arizona or Texas State or Federal court sitting in the City of Houston or Phoenix over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Agreement or alleged violations any of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to other Purchaser Documents. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any New York such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iiib) submits The Company agrees, to the exclusive fullest extent it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in paragraph (a) above brought in any such court shall, subject to such rights of appeal on issues other than jurisdiction as may be available, be conclusive and binding upon the Company and may be enforced in the courts of the United States of America or the State of Texas or Arizona (or any other courts to the jurisdiction of which the Company is or may be subject) by a suit upon such courts judgment. (c) The Company consents to service of process in any suit, action or proceeding of the nature referred to in paragraph (a) above by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its address specified in or designated pursuant to Section 15.1. Such service (i) shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent proceeding and (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties. (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. (d) Nothing in this Article 14 shall affect the right of the Partnership to serve process in any manner permitted by law, or limit any right that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it Partnership may have to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.bring

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx Xxxxxx & Xxxxxxxx, New York, New YorkXxxxxxxx LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding preceding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment it shall indemnify the Underwriters against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Seadrill Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Seadrill Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Seadrill Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Seadrill Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Seadrill Parties shall be deemed, in every respect, effective service of process upon the Teekay Seadrill Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Seadrill Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Seadrill Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Seadrill Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. 11.4.1 Either party shall notify the other forthwith upon becoming aware of any Judicial Proceedings. 11.4.2 If in accordance with Clause 11.4.1 either party serves a notice then: (a) The Teekay Parties irrevocably the Authority shall be entitled by notice in writing to D&B Co (the "Suspension Notice") to require D&B Co to suspend the Works (or the relevant part thereof) and D&B Co shall forthwith suspend the Works (or the relevant part thereof) upon receipt of the Suspension Notice and such suspension shall subsist subject to Clause 11.4.5(a) until such time as (i) agree that any legal suit, action such Judicial Proceedings are finally dismissed or proceeding against the Teekay Parties arising out of withdrawn leaving in place a valid planning permission; or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreementprovided there is no subsisting Judicial Proceedings Action, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant Authority informs D&B Co that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including Works (or the filing of any and all documents and instruments, that may relevant part thereof) should be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon resumed (whichever is the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Parties.earlier); and/or (b) D&B Co must suspend the Works (or the relevant part thereof) and forthwith give notice of such suspension in writing to the Authority (the "D&B Co Suspension Notice") and such suspension shall subsist subject to Clause 11.4.5(b) until such time as (i) such Judicial Proceedings Action is finally overturned leaving in place a valid planning permission; (ii) this Agreement is varied by means of an Authority Works Variation in order to permit D&B Co to lawfully to resume the Works (or the relevant part thereof) and/or perform its obligations under this Agreement; or (iii) the parties otherwise agree in writing 28 The parties should agree the Planning Responsibilities Matrix before signing the Education D&B Agreement. If the detailed planning permission includes conditions with which the Authority (as owner/occupier of the Facilities) must comply, appropriate drafting should be included at Clause 11.3 (Consents and Planning Approval) and cross referred to in Clause 5.2.1 (General Standards) Authorities should seek advice on the extent and consequences of any such obligations. 29 This drafting must be used where entry into the Education D&B Agreement less than six (6) weeks after detailed planning permission is granted. In line with market practice, this drafting places the risk of judicial review of the planning permission within that six (6) week period with the Authority. Thereafter judicial review risk transfers to D&B Co. The risk transferred to the Authority excludes any judicial review or challenge that arises from D&B Co's conduct during or compliance with the planning process. that the Works (or the relevant part thereof) should be resumed (whichever is the earlier). 11.4.3 Save for where D&B Co or a D&B Co Party (and for the purposes of obtaining judgment this Clause 11.4.3 only “D&B Co or a D&B Co Party” shall exclude an employee or agent of D&B Co or of a D&B Co Party acting in a personal capacity) has brought or caused to be brought on its behalf Judicial Proceedings, any court it is necessary suspension of the Works (or the relevant part thereof) pursuant to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used Clause 11.4.2(a) or 11.4.2(b) shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it deemed to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which be: (and only a) A Delay Event (to the extent thatthat there will be (or is likely to be) delay to [satisfaction of the Underwriters may ICT Handover Requirements, ] completion of the [Main] Works [or, the Post Completion Works (as applicable)] as a result (and for the purposes of the provisions of Clause 52 (Notices) D&B Co is deemed to have become aware that there will be or is likely to be a delay in accordance with normal banking procedures purchase United States dollars with such other currencythe commencement or completion of the [relevant] Works on the date of receipt of the Suspension Notice or the date of D&B Co Suspension Notice as appropriate); if and/or (b) A Compensation Event where D&B Co has incurred a loss (including a loss in revenue) and/or expense as a direct result of the United States dollars so purchased Suspension Notice or D&B Co Suspension Notice, from the date of the Suspension Notice or D&B Co Suspension Notice as appropriate. 11.4.4 Where a D&B Co Party (and for the purposes of this Clause 11.4.4 only “D&B Co Party” shall exclude an employee or agent of D&B Co or any D&B Co Party acting in a personal capacity) has brought or caused to be brought on its behalf Judicial Proceedings any suspension of the Works (or the relevant part thereof) pursuant to Clause 11.4.2(a) or 11.4.2(b) shall be deemed to be a Relief Event from the date of the Suspension Notice or D&B Co Suspension Notice as appropriate and the provisions of Clause 25 (Relief Events) shall apply but solely for the purpose of entitling D&B Co to apply for relief from any rights of the Authority to terminate this Agreement for a D&B Co Event of Default pursuant to Clauses 33.1.2 (Long Stop)and/or 33.1.4 (Default). 11.4.5 If by the date falling [twelve (12)]30 months after the date of the: (a) Suspension Notice, the Works (or the relevant part thereof) are less than still suspended pursuant to Clause 11.4.2(a); or (b) D&B Co Suspension Notice, the sum originally due Works (or the relevant part thereof) are still suspended pursuant to Clause 11.4.2(b), then unless agreed otherwise in writing between the parties, the Authority shall either (i) issue an Authority Works Variation Enquiry to vary the Authority’s Construction Requirements to remove those requirements relating 30 The time limit must be realistic and take into account the likely time for the Judicial Proceedings to be heard. to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess affected part of the dollars so purchased over Facility to which the sum originally due to the Underwriters hereunder.Judicial Proceedings relate; or

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties Company arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx Xxxxxxx & Xxxxxxxx, New York, New YorkAssociates, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. (c) To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

Judicial Proceedings. (a) 15.1 The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx Xxxxxx & Xxxxxxxx, New York, New YorkXxxxxxxx LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) 15.2 If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding Business Day preceding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Each of the Teekay Parties irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed XxxxxxWxxxxx, Xxxxxx & XxxxxxxxWxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Each of the Teekay Parties represent represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to any of the Teekay Parties shall be deemed, in every respect, effective service of process upon the such Teekay PartiesParty. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding preceding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, each of the Teekay Parties agreeagrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the applicable Teekay Parties Party an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Partnership Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Partnership has appointed Xxxxxx, Xxxxxx Xxxxxxx & Xxxxxxxx, New York, New YorkAssociates, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Underwriter could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Underwriter hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Underwriter hereunder, the Underwriters agree Underwriter agrees to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Underwriter hereunder.

Judicial Proceedings. (a) The Teekay Parties PartnerRe Entities expressly accept and irrevocably (i) agree that submit to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Xxxxxxx xx Xxxxxxxxx, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Time of Sale Prospectus, the Prospectus, the Indenture or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Securities. To the fullest extent it may effectively do soso under applicable law, each PartnerRe Entity irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each PartnerRe Entity agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 13(a) brought in any such court shall be conclusive and binding upon such PartnerRe Entity, Xxxxxx & subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which such PartnerRe Entity is or may be subject) by a suit upon such judgment. (c) Each PartnerRe Entity irrevocably designates and appoints PartnerRe U.S. Corporation, 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxx, New York, New YorkXxxxxxxxxxx 00000, as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws of the United States nature referred to in Section 13(a) by mailing a copy thereof by registered or any state in the United States which may be instituted in any New York courtcertified mail, expressly consents postage prepaid, return receipt requested, to the jurisdiction agent with a copy of any all such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and to be delivered to the address of the Guarantor specified in Section 14. Each PartnerRe Entity agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties (i) shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that the rate of exchange used be taken and held to be valid personal service upon and personal delivery to such PartnerRe Entity. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 13 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, PartnerRe Entities in the Teekay Parties agree, as courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that If an Event of Default shall have occurred, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered to institute any legal suitsuits, action actions or proceedings at law, in equity or otherwise to recover judgment against the Issuer on the Bonds for the whole amount due and paid, and may prosecute any such claim or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Teekay Parties arising out Issuer and collect the moneys adjudged or decreed to be payable in any manner provided by law, whether before or after or during the pendency of or based upon this Agreement, any proceedings for the transactions contemplated hereby or alleged violations enforcement of the securities laws Lien of this Indenture, of any of the United States Trustee's rights under this Indenture, or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation rights of the securities laws Holders of the United States Bonds under this Indenture, and such power of the Trustee shall not be affected by any sale hereunder or any state in by the United States which may be instituted in any New York court, expressly consents to the jurisdiction exercise of any such court in respect other right, power or remedy for the enforcement of any such action, and waives any other requirements the provisions of this Indenture or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that for the Authorized Agent has agreed to act as such agent for service foreclosure of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partieslien hereof. (b) If In the case of a sale of Pledged Property and of the application of the proceeds of such sale to the payment of the principal of and/or interest on the Bonds, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered, by any appropriate means, legal, equitable or otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid upon, the Bonds, for the purposes benefit of obtaining the Trustee and the Holders of the Bonds. (c) Except as required by applicable law or the terms of such judgment or final decree, no recovery of any judgment or final decree by the Trustee or the Holder of any Bond, and no levy of any execution under any such judgment upon any of the Pledged Property, or upon any other property, shall in any court it is necessary manner or to convert a sum any extent affect the Lien of this Indenture upon any of the Pledged Property, or any rights, powers or remedies of the Trustee, or any liens, rights, powers or remedies of the Holders of the Bonds, but all such liens, rights, powers and remedies shall continue unimpaired as before. (d) The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Holders of the Bonds, or in any one or more of such capacities (irrespective of whether the principal of the Bonds shall then be due hereunder into and payable as expressed in the Bonds or by acceleration thereof or otherwise and irrespective of whether the Trustee shall have made any currency other than United States dollarsdemand on the Issuer for the payment of overdue principal or interest), the parties hereto agreeshall be entitled and empowered, by intervention or otherwise, to file and prove a claim for the fullest extent that they may effectively do so, that the rate whole amount of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties principal and interest owing in respect of any sum due from it the Bonds and to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in file such other currency, on which (and only papers or documents as may be necessary or advisable in order to have the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess claims of the dollars so purchased over Trustee and of the sum originally due to Holders of the Underwriters hereunder.Bonds (whether such claims be based upon the provisions of the Bonds or of this Indenture)

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties and the Representatives irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Partnership Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Wxxxxx Xxxxxx & XxxxxxxxWxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable by the Partnership Parties. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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 aforesaidprocess. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that If an Event of Default shall have occurred, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered to institute any legal suitsuits, action actions or proceedings at law, in equity or otherwise to recover judgment against the Issuer on the Securities for the whole amount due and paid, and may prosecute any such claim or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Teekay Parties arising out Issuer and collect the moneys adjudged or decreed to be payable in any manner provided by law, whether before or after or during the pendency of or based upon this Agreement, any proceedings for the transactions contemplated hereby or alleged violations enforcement of the securities laws Lien of this Indenture, of any of the United States Trustee's rights under this Indenture, or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation rights of the securities laws Holders of the United States Securities under this Indenture, and such power of the Trustee shall not be affected by any sale hereunder or any state in by the United States which may be instituted in any New York court, expressly consents to the jurisdiction exercise of any such court in respect other right, power or remedy for the enforcement of any such action, and waives any other requirements the provisions of this Indenture or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that for the Authorized Agent has agreed to act as such agent for service foreclosure of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partieslien hereof. (b) If In the case of a sale of Pledged Property and of the application of the proceeds of such sale to the payment of the principal of and/or interest on the Securities, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered, by any appropriate means, legal, equitable or otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid upon, the Securities, for the purposes benefit of obtaining the Trustee and the Holders of the Securities. (c) Except as required by applicable law or the terms of such judgment or final decree, no recovery of any judgment or final decree by the Trustee or the Holder of any Security, and no levy of any execution under any such judgment upon any of the Pledged Property, or upon any other property, shall in any court it is necessary manner or to convert a sum any extent affect the Lien of this Indenture upon any of the Pledged Property, or any rights, powers or remedies of the Trustee, or any liens, rights, powers or remedies of the Holders of the Securities, but all such liens, rights, powers and remedies shall continue unimpaired as before. (d) The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Holders of the Securities, or in any one or more of such capacities (irrespective of whether the principal of the Securities shall then be due hereunder into and payable as expressed in the Securities or by acceleration thereof or otherwise and irrespective of whether the Trustee shall have made any currency other than United States dollarsdemand on the Issuer for the payment of overdue principal or interest), the parties hereto agreeshall be entitled and empowered, by intervention or otherwise, to file and prove a claim for the fullest extent that they may effectively do so, that the rate whole amount of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties principal and interest owing in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of the Securities (whether such claims be based upon the provisions of the Securities or of this Indenture) allowed in any sum due from it equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Underwriters shallIssuer, notwithstanding the creditors of the Issuer, the Pledged Property, or any judgment other property of the Issuer and any receiver, assignee, trustee, liquidator or sequestrator (or other similar official) in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged such judicial proceeding is hereby authorized to be so due in make such other currency, on which (and only payments to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunderTrustee, the Teekay Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an Trustee any amount equal due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; provided, however, that nothing contained in this Indenture shall be deemed to give to the excess Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any rights of the dollars so purchased over Trustee or any Holder of a Security. Any moneys collected by the sum originally due Trustee under this Section 5.05 shall be applied as provided in Section 5.10. (e) All rights of action and claims under this Indenture or the Securities may be enforced by the Trustee without possession of the Securities or the production thereof at the trial or other proceedings relative thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Trustee and the Holders of the Securities. (f) In case the Trustee or the Holder of any Security shall have proceeded to enforce any right or remedy under this Indenture by suit, foreclosure or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Underwriters hereunderTrustee or any such Holder, then, in every such case, the Issuer, the Trustee and the Holders of Securities shall be restored without further act to their respective former positions and rights hereunder and thereunder, and all rights, remedies and powers of the Trustee and such Holders shall continue as though no such proceedings had been taken.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties Company brought by the Underwriters or by any person who controls the Underwriters arising out of or based upon this Agreement, Agreement or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed XxxxxxWatson, Xxxxxx Farley & XxxxxxxxWilliams, New York, New York, as its authorized agent (the “Authorized Agent”), xxx "Xxxxxxxzed Xxxxx") upon whom process may be served in any such action arising out of or based on this Agreement, Agreement or the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York courtCourt by the Underwriters or by any person who controls the Underwriters, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company expressly accepts and irrevocably (i) agree that submits to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, Agreement or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Securities. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 15(a) brought in any such court shall be conclusive and binding upon the Company, Xxxxxx & Xxxxxxxx, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York, New York, York (or any other court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment. (c) The Company irrevocably designates and appoints PartnerRe U.S. Corporation as its authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws nature referred to in Section 15(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of the United States or any state Company specified in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Section 12. The Company agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. it in every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that be taken and held to be valid personal service upon and personal delivery to the rate of exchange used Company. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 15 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, Company in the Teekay Parties agree, as courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties and the Underwriter irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Partnership Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Underwriter could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Underwriter hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Underwriter hereunder, the Underwriters agree Underwriter agrees to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Underwriter hereunder.

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties and the Representatives irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Partnership Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Guarantor, the Company and Kingsway America expressly accept and irrevocably (i) agree that submit to the non-exclusive jurisdiction of the United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York, over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Indenture or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Guarantee Agreements. To the fullest extent it may effectively do soso under applicable law, the Guarantor, the Company and Kingsway America irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which it that each of them may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Guarantor, the Company and Kingsway America agree, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the Teekay Parties has appointed Xxxxxxnature referred to in Section 20(a) brought in any such court shall be conclusive and binding upon the Guarantor, Xxxxxx the Company and Kingsway America, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction to which the Guarantor, the Company or Kingsway America is or may be subject) by a suit upon such judgment. (c) The Guarantor, the Company and Kingsway America irrevocably designate and appoint Lord, Bissell & XxxxxxxxBrook, New YorkXxx Xxxx Xxxxx, New YorkXxx Xxxx, XX 00000 as its their authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any suit, action or proceeding of the nature referred to in Section 20(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such action arising out of or based on this Agreementagent at such address and to the Offerors as specified in Section 16. The Guarantor, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any Company and Kingsway America agree that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. every suit, action or proceeding and (bii) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agreeshall, to the fullest extent that they may effectively do sopermitted by law, that be taken and held to be valid personal service upon and personal delivery to the rate of exchange used Guarantor, the Company and Kingsway America. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. (d) Nothing in this Section 20 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunderGuarantor, the Teekay Parties agree, as Company or Kingsway America in the courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Parties irrevocably (i) agree that Client agrees to commence any legal suit, action or proceeding against Bank relating to this Agreement regarding performance or nonperformance, ONLY in a court of competent subject matter jurisdiction (State or Federal) located within the Teekay Parties arising out Commonwealth of Puerto Rico. Client agrees that this venue and forum shall be exclusive, irrespective of any statute or based upon this Agreement, the transactions contemplated hereby or alleged violations rule and irrespective of any conflict of law rule of the securities laws Commonwealth of Puerto Rico. Client must commence any legal action or proceeding against Bank with respect to any alleged improper, erroneous, duplicate, or unauthorized Funds Transfer or Payment Order within one year of the United States or any state date the Client received Notice from the Bank of the transfer but in no event beyond the period of repose set forth in the United States may be instituted UCC in effect in Commonwealth of Puerto on the date of the transfer in question. In any New York courtaction commenced by Bank against Client to enforce or protect Xxxxx’ rights hereunder, (ii) waive, to the fullest extent it may effectively do so, Client waives any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York proceeding, including that the venue or the court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action is inconvenient or proceedingimproper. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of In any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment Bank shall be irrevocable. The Teekay Parties represent entitled to recover its attorney’s fees, costs, and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, expenses (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. Service of process upon the Authorized Agent and written notice of such service those allocated to the Teekay Parties Bank’s internal Legal Department) and expert’s and consultant’s fees (whether or not they testify) and expenses but Client waives, and shall not have, any such reciprocal right against Bank. Any action commenced by Bank against Client shall be deemed, in every respect, effective service timely if commenced within the applicable period of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is givenlimitations provided by law. The obligations of the Teekay Parties in In respect of any sum due from it legal proceeding related in any way to this Agreement, Client consents to submit to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters non- exclusive personal jurisdiction of any sum adjudged court of competent jurisdiction (State or Federal) located within the Commonwealth of Puerto Rico. CLIENT AGREES THAT IN ANY LITIGATION RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENT, IN WHICH BANK AND CLIENT SHALL BE ADVERSE PARTIES, THE ACTION AS BETWEEN BANK AND CLIENT SHALL BE TRIED BY THE COURT WITHOUT A JURY. CLIENT SPECIFICALLY AGREES AND CONSENTS THAT TRIAL BY JURY IS WAIVED AS TO EACH AND EVERY ISSUE WHICH MAY OR MIGHT BE TRIABLE AS OF RIGHT TO A JURY ACCORDING TO THE CONSTITUTION OR THE LAWS OF THE COMMONWEALTH OF PUERTO RICO. In addition, Client agrees to be so due in such other currencywaive the right to interpose against Bank any defense based upon lack of personal jurisdiction, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunderinconvenience of forum, the Teekay Parties agreestatute of limitations, as a separate obligation laches, waiver, estoppel, and notwithstanding any such judgmentsetoff, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due crossclaim, or counterclaim, however denominated, whether related or unrelated to the Underwriters hereunder, the Underwriters agree this Agreement or to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderany related Agreement.

Judicial Proceedings. (a) The Teekay Golar Parties irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Golar Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Golar Parties has appointed Xxxxxx, Xxxxxx & XxxxxxxxXxxxxxxx (New York) LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Golar Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Golar Parties shall be deemed, in every respect, effective service of process upon the Teekay Golar Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Golar Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Golar Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Golar Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties hereby irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed Xxxxxx, Xxxxxx Xxxxxx & XxxxxxxxXxxxxxxx LLP, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed XxxxxxCorpDirect Agents, Xxxxxx & Xxxxxxxx, New York, New YorkInc., as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding preceding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties applicable Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Each of the Partnership Parties and the Underwriter irrevocably (i) agree that any legal suit, action or proceeding against the Teekay Partnership Parties arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may will be instituted in any New York court, . The Partnership Parties irrevocably (iii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iiiii) submits submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Partnership Parties has appointed XxxxxxXxxxxxx & Associates, Xxxxxx & XxxxxxxxNewark, New York, New York, Delaware as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents consent to the jurisdiction of any such court in respect of any such action, and waives waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Partnership Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Partnership Parties shall be deemed, in every respect, effective service of process upon the Teekay Partnership Parties. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Underwriter could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Partnership Parties in respect of any sum due from it to the Underwriters Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters Underwriter hereunder, the Teekay Partnership Parties agree, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Underwriter hereunder, the Underwriters agree Underwriter agrees to pay to the Teekay Partnership Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Underwriter hereunder.

Judicial Proceedings. (a) The Teekay Parties 12.1 Each of the Company, Xx. Xx and Luckygold irrevocably (i) agree that submits to the non-exclusive jurisdiction of any legal New York State or Federal court sitting in the City of New York over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, Agreement or the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Shares. To the fullest extent it each of the Company, Luckygold and Xx. Xx may effectively do soso under applicable law, each such person irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that such person is not subject to the jurisdiction of any such court, any objection which it that such person may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 12.2 Each of the Teekay Parties Company, Luckygold and Xx. Xx agrees, to the fullest extent such person may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 12.1 brought in any such court shall be conclusive and binding upon such person subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction of which such person is or may be subject) by a suit upon such judgment. 12.3 Each of the Company, Luckygold and Xx. Xx has irrevocably designated and appointed XxxxxxCT Corporation System, Xxxxxx & 0000 Xxxxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx 00000, for a period of six years from the date hereof, as its or his authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation proceeding of the securities laws of the United States nature referred to in Section 12.1 by mailing a copy thereof by registered or any state in the United States which may be instituted in any New York courtcertified mail, expressly consents postage prepaid, return receipt requested, to the jurisdiction agent at the address of any such court person specified in respect of any Section 13. The Company, Luckygold and Xx. Xx each agrees that such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment it or him in any court it is necessary to convert a sum due hereunder into any currency other than United States dollarssuch suit, the parties hereto agreeaction or proceeding and (ii) shall, to the fullest extent that they may effectively do sopermitted by law, that the rate of exchange used be taken and held to be valid personal service upon and personal delivery to such person. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. 12.4 Nothing in this Section 12 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunder, Company or the Teekay Parties agree, as Selling Stockholder in the courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.

Judicial Proceedings. (a) The Teekay Parties Company irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties Company arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waivewaives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New YorkXxxxxx LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the respective Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the respective Authorized Agent and written notice of such service to the Teekay Parties Company, shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day Business Day proceeding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment Company shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder.

Judicial Proceedings. (a) The Teekay Parties 15.1 Each party irrevocably (i) agree agrees that any legal suit, action or proceeding against the Teekay Parties it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties The Company has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New YorkXxxxxx LLP, as its authorized agent (the “"Authorized Agent”"), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent Company represents and warrant warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties Company shall be deemed, in every respect, effective service of process upon the Teekay PartiesCompany. (b) 15.2 If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters Manager could purchase United States U.S. dollars with such other currency in the City of New York on the business day proceeding Business Day preceding that on which final judgment is given. The obligations of the Teekay Parties Company in respect of any sum due from it to the Underwriters Manager shall, notwithstanding any judgment in a currency other than United States U.S. dollars, not be discharged until the first business dayBusiness Day, following receipt by the Underwriters Manager of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters Manager may in accordance with normal banking procedures purchase United States U.S. dollars with such other currency; if the United States U.S. dollars so purchased are less than the sum originally due to the Underwriters Manager hereunder, the Teekay Parties agreeCompany agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Underwriters Manager against such loss. If the United States U.S. dollars so purchased are greater than the sum originally due to the Underwriters Manager hereunder, the Underwriters agree Manager agrees to pay to the Teekay Parties Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Manager hereunder.

Judicial Proceedings. (a) The Teekay Parties 11.1 Each of the parties hereto irrevocably (i) agree that and unconditionally agrees to be subject to the exclusive jurisdiction of any legal Arizona State or Federal court sitting in the City of Phoenix over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Agreement or alleged violations any of the securities laws of the United States Notes, Warrants or any state in the United States may be instituted in any New York court, (ii) waive, to other Transaction Documents. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served proceeding brought in any such court and any claim that any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state proceeding brought in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court has been brought in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partiesan inconvenient forum. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree11.2 The Company agrees, to the fullest extent that they may effectively do soso under applicable law, that a judgment in any suit, action or proceeding of the rate nature referred to in Section 11.1 brought in any such court shall, subject to such rights of exchange used shall appeal on issues other than jurisdiction as may be available, be conclusive and binding upon the rate at which Company and may be enforced in accordance with normal banking procedures the Underwriters could purchase courts of the United States dollars with of America or the State of Arizona (or any other courts to the jurisdiction of which the Company is or may be subject) by a suit upon such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations judgment. 11.3 Each of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which parties hereto hereby irrevocably and unconditionally agrees (and only 1) to the extent such party is not otherwise subject to service of process in the State of Arizona, to appoint and maintain an agent in the State of Arizona as such party’s agent for acceptance of legal process, and (2) that) , to the Underwriters fullest extent permitted by applicable law, service of process may in accordance also be made on such party by prepaid certified mail with normal banking procedures purchase United States dollars with such other currency; if a proof of mailing receipt validated by the United States dollars so purchased are less than the sum originally due Postal Service constituting evidence of valid service, and that service made pursuant to (1) or (2) above shall, to the Underwriters fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Arizona. 11.4 Nothing in this Section 11 shall affect the right of any of Purchaser to serve process in any manner permitted by law, or limit any right that any of Purchaser may have to bring proceedings against the Company in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one (1) jurisdiction in any other jurisdiction. 11.5 THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE NOW OR HEREAFTER TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE NOTES, THE WARRANTS OR THE OTHER TRANSACTION DOCUMENTS. 11.6 Upon breach or default by the Company with respect to any obligation hereunder, under the Teekay Parties agreeNotes, as a separate obligation the Warrants or other Transaction Documents, Purchaser (or their agents) shall be entitled to protect and notwithstanding any enforce their rights at law, or in equity or by other appropriate proceedings for specific performance of such judgmentobligation, that the party responsible or for such judgment shall indemnify the Underwriters an injunction against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunderbreach or default, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess or in aid of the dollars so purchased over the sum originally due to the Underwriters hereunderexercise of any power or remedy granted hereby or thereby or by law.

Judicial Proceedings. (a) The Teekay Parties 11.1 Each of the parties hereto irrevocably (i) agree that and unconditionally agrees to be subject to the exclusive jurisdiction of any legal Arizona State or Federal court sitting in the City of Phoenix over any suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Agreement or alleged violations any of the securities laws of the United States Notes, Warrants or any state in the United States may be instituted in any New York court, (ii) waive, to other Transaction Documents. To the fullest extent it may effectively do soso under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Teekay Parties has appointed Xxxxxx, Xxxxxx & Xxxxxxxx, New York, New York, as its authorized agent (the “Authorized Agent”), upon whom process may be served proceeding brought in any such court and any claim that any such suit, action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state proceeding brought in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court has been brought in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, in every respect, effective service of process upon the Teekay Partiesan inconvenient forum. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree11.2 The Company agrees, to the fullest extent that they may effectively do soso under applicable law, that a judgment in any suit, action or proceeding of the rate nature referred to in Section 11.1 brought in any such court shall, subject to such rights of exchange used shall appeal on issues other than jurisdiction as may be available, be conclusive and binding upon the rate at which Company and may be enforced in accordance with normal banking procedures the Underwriters could purchase courts of the United States dollars with of America or the State of Arizona (or any other courts to the jurisdiction of which the Company is or may be subject) by a suit upon such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations judgment. 11.3 Each of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which parties hereto hereby irrevocably and unconditionally agrees (and only 1) to the extent such party is not otherwise subject to service of process in the State of Arizona, to appoint and maintain an agent in the State of Arizona as such party's agent for acceptance of legal process, and (2) that) , to the Underwriters fullest extent permitted by applicable law, service of process may in accordance also be made on such party by prepaid certified mail with normal banking procedures purchase United States dollars with such other currency; if a proof of mailing receipt validated by the United States dollars so purchased are less than the sum originally due Postal Service constituting evidence of valid service, and that service made pursuant to (1) or (2) above shall, to the Underwriters fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Arizona. 11.4 Nothing in this Section 11 shall affect the right of any of Purchaser to serve process in any manner permitted by law, or limit any right that any of Purchaser may have to bring proceedings against the Company in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one (1) jurisdiction in any other jurisdiction. 11.5 THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE NOW OR HEREAFTER TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE NOTES, THE WARRANTS OR THE OTHER TRANSACTION DOCUMENTS. 11.6 Upon breach or default by the Company with respect to any obligation hereunder, under the Teekay Parties agreeNotes, as a separate obligation the Warrants or other Transaction Documents, Purchaser (or their agents) shall be entitled to protect and notwithstanding any enforce their rights at law, or in equity or by other appropriate proceedings for specific performance of such judgmentobligation, that the party responsible or for such judgment shall indemnify the Underwriters an injunction against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunderbreach or default, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess or in aid of the dollars so purchased over the sum originally due to the Underwriters hereunderexercise of any power or remedy granted hereby or thereby or by law.

Judicial Proceedings. (a) 15.1 Each of the Trust, the Company, Xx. Xx and Luckygold irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in The Teekay Parties irrevocably (i) agree that City of New York over any legal suit, action or proceeding against the Teekay Parties arising out of or based upon relating to this Agreement, the transactions contemplated hereby Securities or alleged violations the shares of Common Stock to be exchanged for the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to Securities. To the fullest extent it each of the Trust, the Company, Luckygold and Xx. Xx may effectively do soso under applicable law, each such person irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that such person is not subject to the jurisdiction of any such court, any objection which it that such person may now or hereafter have to the laying of the venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 15.2 Each of the Teekay Parties Trust, the Company, Luckygold and Xx. Xx agrees, to the fullest extent such person may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in Section 15.1 brought in any such court shall be conclusive and binding upon such person subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other court the jurisdiction of which such person is or may be subject) by a suit upon such judgment. 15.3 Each of the Trust, the Company, Luckygold and Xx. Xx has irrevocably designated and appointed XxxxxxCT Corporation System, Xxxxxx & 0000 Xxxxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx 00000, for a period of six years from the date hereof, as its or his authorized agent (the “Authorized Agent”)agent, upon whom process may be served in any suit, action or proceeding of the nature referred to in Section 15.1 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the agent at the address of such action arising out of or based on this Agreementperson specified in Section 18. The Trust, the transactions contemplated hereby or any alleged violation of the securities laws of the United States or any state in the United States which may be instituted in any New York courtCompany, expressly consents to the jurisdiction of any Luckygold and Xx. Xx each agrees that such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment service (i) shall be irrevocable. The Teekay Parties represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees 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. Service of process upon the Authorized Agent and written notice of such service to the Teekay Parties shall be deemed, deemed in every respect, respect effective service of process upon the Teekay Parties. (b) If for the purposes of obtaining judgment it or him in any court it is necessary to convert a sum due hereunder into any currency other than United States dollarssuch suit, the parties hereto agreeaction or proceeding and (ii) shall, to the fullest extent that they may effectively do sopermitted by law, that the rate of exchange used be taken and held to be valid personal service upon and personal delivery to such person. Notices hereunder shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in the City of New York on the business day proceeding that on which final judgment is given. The obligations of the Teekay Parties in respect of any sum due from it to the Underwriters shall, notwithstanding any judgment in conclusively presumed received as evidenced by a currency other than United States dollars, not be discharged until the first business day, following delivery receipt furnished by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than Postal Service or any commercial delivery service. 15.4 Nothing in this Section 15 shall affect the sum originally due right of any Underwriter to serve process in any manner permitted by law, or limit any right to bring proceedings against the Underwriters hereunderTrust, the Teekay Parties agreeCompany, as Luckygold or Xx. Xx in the courts of any jurisdiction or to enforce in any lawful manner a separate obligation and notwithstanding judgment obtained in one jurisdiction in any such judgment, that the party responsible for such judgment shall indemnify the Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Teekay Parties an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunderother jurisdiction.