Common use of SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER Clause in Contracts

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund, the Adviser, the Administrator or the Underwriters, as the case may be, is or may be subject, by suit upon such judgment.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except In the Deposit Agreement, the Company has (i) appointed National Corporate Research , Ltd. with offices currently located at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx, as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) the Company's authorized agent upon which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator proceeding between it and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way Depositary arising out of or relating to this Deposit Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the FundState of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Adviser, the Administrator and the Underwriters agrees that a final judgment Company in any such suit or proceeding. The Company agrees to deliver, upon execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filings of and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed 10 business days after the Fundsame shall have been so mailed. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator Adviser and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates)Underwriters, the Fund (on its behalfbehalf and, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), ) and the Adviser (on its behalfbehalf and, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members shareholders and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator Adviser and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and Adviser or the Underwriters, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund, the Adviser, the Administrator Adviser or the Underwriters, as the case may be, is or may be subject, by suit upon such judgment.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except In the Deposit Agreement, the Company has (i) appointed National Corporate Research , Ltd. with offices currently located at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx, as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) the Company’s authorized agent upon which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator proceeding between it and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way Depositary arising out of or relating to this Deposit Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the FundState of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Adviser, the Administrator and the Underwriters agrees that a final judgment Company in any such suit or proceeding. The Company agrees to deliver, upon execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filings of and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed 10 business days after the Fundsame shall have been so mailed. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates Each of the parties to this Deposit Agreement hereby consents and submits to the terms jurisdiction of this Agreement any state or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued federal court in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now suit or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundShares or Deposited Securities, the AdviserAmerican Depositary Shares, the Administrator Receipts or this Deposit Agreement may be instituted, and the Underwriters agrees that a final judgment Company hereby waives personal service of process upon it in connection with any such actionsuit or proceeding (including, but not limited to, any arbitral proceeding or counterclaim brought in as contemplated by Section 7.06 of this Deposit Agreement) and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the it at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed five (5) days after the Fundsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each Senior Debt Secured Party, no suitsthe Purchaser and the Vendor hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any Senior Debt Secured Party or the Purchaser may otherwise have to hear such Claims, bring any action or proceeding against the Vendor or its properties in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. any jurisdiction. (b) Each of the FundSenior Debt Secured Party, the Adviser, the Administrator Purchaser and the Underwriters each Vendor hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.10. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated The Company hereby (eachi) irrevocably designates and appoints CT Corporation System, a “Claim”) 0000 00xx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, XX 00000, as the Company’s authorized agent upon which process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, proceeding (including any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliatesarbitration proceeding) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundShares or Deposited Securities, the AdviserAmerican Depositary Shares, the Administrator Receipts or this Deposit Agreement, (ii) consents and submits to the Underwriters jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that a final judgment service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed five (5) business days after the Fundsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated The Company hereby (eachi) irrevocably designates and appoints Corporation Service Company, a “Claim”) 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx, XX 00000-0000, as the Company’s authorized agent upon which process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, proceeding (including any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliatesarbitration proceeding) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundShares or Deposited Securities, the AdviserAmerican Depositary Shares, the Administrator Receipts or this Deposit Agreement, (ii) consents and submits to the Underwriters jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that a final judgment service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed five (5) business days after the Fundsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Note Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Note Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Note Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowIn the Deposit Agreement, no suitsthe Company has (i) appointed CT Corporation System, actions000 Xxxxxx Xxxxxx, claimsXxx Xxxx, counterclaims or proceedings (eachXxx Xxxx 00000, a “Proceeding”) which relates to in the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District State of New York, or in as the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, Company’s authorized agent upon which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it process may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury be served in any action, suit or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the FundState of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Adviser, the Administrator and the Underwriters agrees that a final judgment Company in any such actionsuit or proceeding. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the FundFOR AVOIDANCE OF DOUBT, the AdviserEACH OWNER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY WAIVES, the Administrator and the UnderwritersTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, as the case may beANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, and may be enforced in any other courts in the jurisdiction of which the FundACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the AdviserTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, the Administrator or the UnderwritersTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, as the case may beOR THE BREACH HEREOF OR THEREOF, is or may be subjectINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, by suit upon such judgmentVALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowIn the Deposit Agreement, no suits, actions, claims, counterclaims or proceedings the Company has (each, a “Proceeding”i) which relates to the terms waived personal service of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued process upon it and consented that any service of process in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundShares or Deposited Securities, the AdviserAmerican Depositary Shares, the Administrator Receipts or the Deposit Agreement may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed fifteen (15) days after the Underwriters agrees same shall have been so mailed, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that a final judgment service of process in the manner specified in the Deposit Agreement shall be deemed in every respect effective service of process upon the Company in any such actionsuit or proceeding. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the FundFOR AVOIDANCE OF DOUBT, the AdviserEACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, the Administrator and the UnderwritersTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, as the case may beANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, and may be enforced in any other courts in the jurisdiction of which the FundACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the AdviserTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, the Administrator or the UnderwritersTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, as the case may beOR THE BREACH HEREOF OR THEREOF, is or may be subjectINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, by suit upon such judgmentVALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each Revolving Credit Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or any state court in the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Texas state or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any Revolving Credit Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each Revolving Credit Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.8. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator Advisers and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters EACH OF THE UNDERWRITERS, THE FUND (on their own behalfON ITS BEHALF AND, and to the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, on behalf of each of their respective members and affiliates)ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) AND THE ADVISERS (ON THEIR BEHALF AND, the Fund TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR SHAREHOLDERS AND AFFILIATES) HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (on its behalfWHETHER BASED UPON CONTRACT, and to the extent permitted by applicable lawTORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE FUND, on behalf of its shareholders and affiliates)THE ADVISER AND THE UNDERWRITERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, the Adviser (on its behalfPROCEEDING OR COUNTERCLAIM BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE FUND, and to the extent permitted by applicable lawTHE ADVISER OR THE UNDERWRITERS, on behalf of its members and affiliates) and the Administrator (on its behalfAS THE CASE MAY BE, and to the extent permitted by applicable lawAND MAY BE ENFORCED IN ANY OTHER COURTS IN THE JURISDICTION OF WHICH THE FUND, on behalf of its members and affiliates) hereby waives all right to trial by jury in any actionTHE ADVISER OR THE UNDERWRITERS, proceeding or counterclaim (whether based upon contractAS THE CASE MAY BE, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundIS OR MAY BE SUBJECT, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund, the Adviser, the Administrator or the Underwriters, as the case may be, is or may be subject, by suit upon such judgmentBY SUIT UPON SUCH JUDGMENT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each Working Capital Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event that court lacks jurisdiction to hear such Claimsany other manner provided by law. (b) Each Working Capital Secured Party, in the courts of the State of New York located in the City each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section 18 and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH WORKING CAPITAL SECURED PARTY, the AdviserEACH TERM LOAN SECURED PARTY AND EACH LOAN PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the Administrator or the UnderwritersINCLUDING CONTRACT CLAIMS, as the case may beTORT CLAIMS, is or may be subjectBREACH OF DUTY CLAIMS, by suit upon such judgmentAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH SUCH PARTY REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowIn the Deposit Agreement, no suitsthe Company has (i) appointed CT Corporation System, actions100 Xxxxxx Xxxxxx, claimsXxx Xxxx, counterclaims or proceedings (eachXxx Xxxx 00000, a “Proceeding”) which relates to in the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District State of New York, or in as the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, Company's authorized agent upon which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it process may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury be served in any action, suit or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the FundState of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Adviser, the Administrator and the Underwriters agrees that a final judgment Company in any such actionsuit or proceeding. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the FundFOR AVOIDANCE OF DOUBT, the AdviserEACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, the Administrator and the UnderwritersTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, as the case may beANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, and may be enforced in any other courts in the jurisdiction of which the FundACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the AdviserTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, the Administrator or the UnderwritersTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, as the case may beOR THE BREACH HEREOF OR THEREOF, is or may be subjectINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, by suit upon such judgmentVALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator Adviser and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters EACH OF THE UNDERWRITERS, THE FUND (on their own behalfON ITS BEHALF AND, and to the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, on behalf of each of their respective members and affiliates)ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) AND THE ADVISER (ON ITS BEHALF AND, the Fund TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (on its behalfWHETHER BASED UPON CONTRACT, and to the extent permitted by applicable lawTORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE FUND, on behalf of its shareholders and affiliates)THE ADVISER AND THE UNDERWRITERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, the Adviser (on its behalfPROCEEDING OR COUNTERCLAIM BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE FUND, and to the extent permitted by applicable lawTHE ADVISER OR THE UNDERWRITERS, on behalf of its members and affiliates) and the Administrator (on its behalfAS THE CASE MAY BE, and to the extent permitted by applicable lawAND MAY BE ENFORCED IN ANY OTHER COURTS IN THE JURISDICTION OF WHICH THE FUND, on behalf of its members and affiliates) hereby waives all right to trial by jury in any actionTHE ADVISER OR THE UNDERWRITERS, proceeding or counterclaim (whether based upon contractAS THE CASE MAY BE, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundIS OR MAY BE SUBJECT, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund, the Adviser, the Administrator or the Underwriters, as the case may be, is or may be subject, by suit upon such judgmentBY SUIT UPON SUCH JUDGMENT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each RCF Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, except in the event of the commencement of an Insolvency Proceeding, in which event all suits and other legal actions shall be brought in the applicable court presiding over such Insolvency Proceeding and the parties hereto submit to the jurisdiction of the court so presiding. Each such party agrees that court lacks jurisdiction a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any RCF Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (a) Each RCF Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Term Loan Secured Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (c) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subject, by suit upon such judgment.AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL |US-DOCS\149079678.29||

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowIn the Deposit Agreement, no suitsthe Company has (i) designated and appointed National Registered Agents, actionsInc., claims875 Avenue of the Americas, counterclaims or proceedings (eachXxxxx 000, a “Proceeding”) which relates to Xxx Xxxx, Xxx Xxxx 00000, in the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District State of New York, as the Company’s authorized agent upon which process may be served in any suit or in proceeding between the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator Company and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way Depositary arising out of or relating to this the American Depositary Shares or the Deposit Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the Fund, Borough of Manhattan in the Adviser, State of New York in which any such suit or proceeding between the Administrator Company and the Underwriters agrees Depositary may be instituted, and (iii) agreed that a final judgment service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding or counterclaim brought in any such court shall be conclusive and binding upon between the Fund, the Adviser, the Administrator Company and the UnderwritersDepositary. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, as the case may beFOR AVOIDANCE OF DOUBT, and may be enforced in any other courts in the jurisdiction of which the FundEACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, the AdviserTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the Administrator or the UnderwritersANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, as the case may beACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, is or may be subjectTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, by suit upon such judgment.THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Notes Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Notes Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Notes Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Exit Convertible Notes Secured Party and each Credit Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event any other manner provided by law. Nothing in this Agreement shall affect any right that court lacks jurisdiction any ABL Secured Party or Exit Convertible Notes Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Credit Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Exit Convertible Notes Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Credit Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such actionaction or proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9, proceeding but in no event by facsimile or counterclaim brought electronic mail. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Collateral Trust Secured Party and each Grantor hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Collateral Trust Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Grantor or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Collateral Trust Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Grantor hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Notes Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event any other manner provided by law. Nothing in this Agreement shall affect any right that court lacks jurisdiction any ABL Secured Party or Notes Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Notes Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by lawit may legally and effectively do so, (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each Senior Debt Secured Party, no suitsthe Purchaser and the Vendor hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of the courts of British Columbia in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any Senior Debt Secured Party or the transactions contemplated hereby (each, a “Claim”) Purchaser may be commenced, prosecuted otherwise have to bring any action or continued in any court other than proceeding against the United States District Court for the Southern District of New York, Vendor or in the event that court lacks jurisdiction to hear such Claims, its properties in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. any jurisdiction. (b) Each of the FundSenior Debt Secured Party, the Adviser, the Administrator Purchaser and the Underwriters Vendor hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.10. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WANES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates Each of the Parties submits to the terms jurisdiction of this Agreement any state or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued federal court sitting in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury Delaware in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way Proceeding arising out of or relating to this AgreementAgreement and agrees that all claims in respect of the Proceeding may be heard and determined in any such court. Each Party also agrees not to bring any Proceeding arising out of or relating to this Agreement in any other court. Each of the FundParties waives any defense of inconvenient forum to the maintenance of any Proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. Any Party may make service on the Adviserother Parties by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 8(g) above. Nothing in this Section 8(n), however, shall affect the Administrator and the Underwriters right of any Party to serve legal process in any other manner permitted by law or in equity. Each Party agrees that a final judgment in any such action, proceeding or counterclaim Proceeding so brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced by suit on the judgment or in any other courts manner provided by law or in the jurisdiction of which the Fundequity. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, the AdviserSUCCESSOR, the Administrator or the UnderwritersHEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, as the case may bePROCEEDING, is or may be subjectCOUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES HEREUNDER. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, by suit upon such judgmentIN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each Senior Debt Secured Party, no suitsthe Purchaser and the Vendor hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any Senior Debt Secured Party or the Purchaser may otherwise have to hear such Claims, bring any action or proceeding against the Vendor or its properties in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. any jurisdiction. (b) Each of the FundSenior Debt Secured Party, the Adviser, the Administrator Purchaser and the Underwriters each Vendor hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowThe Company, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than Depositary and each Holder and Beneficial Owner agree that the United States District Court for the Southern District of New York, York or in the event that any state court lacks jurisdiction to hear such Claims, in the courts of the State of New York located sitting in the City and County of New York, which courts New York County shall have exclusive jurisdiction over to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with the adjudication of Deposit Agreement and, for such claims. Each of the Fundpurposes, the Adviser, the Administrator and the Underwriters hereby each irrevocably submits to and accepts generally and unconditionally the exclusive jurisdiction of those for such courts. The Company, the purposes of the adjudication of such Claims Depositary and each Holder and Beneficial Owner irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such Proceeding action, suit or proceeding brought in any such court, and hereby further irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to plead or claim in any such court and any claim that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADS and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the books of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf Depositary with full power of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced in any other courts substitution in the jurisdiction of which the Fund, the Adviser, the Administrator or the Underwriters, as the case may be, is or may be subject, by suit upon such judgmentpremises.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph 10.8(a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated The Company hereby (eachi) irrevocably designates and appoints Corporation Service Company, a “Claim”) 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx, XX 00000-0000, as the Company's authorized agent upon which process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, proceeding (including any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliatesarbitration proceeding) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundShares or Deposited Securities, the AdviserAmerican Depositary Shares, the Administrator Receipts or this Deposit Agreement, (ii) consents and submits to the Underwriters jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that a final judgment service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed five (5) business days after the Fundsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Non-ABL Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each ABL Secured Party, each Non-ABL Secured Party and each Loan Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Non-ABL Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Non-ABL Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Note and Specified Hedge Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Note and Specified Hedge Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Note and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator Specified Hedge Secured Party and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowThe Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Indenture, no suits, actions, claims, counterclaims the Securities or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) any Coupons appertaining thereto may be commenced, prosecuted or continued brought in any court other than the United States District Court for Federal or New York State court sitting in the Southern District Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Indenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the event that court lacks jurisdiction to hear such Claimsaid of execution, execution or otherwise) in respect of this Indenture. The Company and the courts Guarantor each hereby irrevocably designates and appoints for the benefit of the State Trustee and the Holders of New York located the Securities and Coupons for the term of this Indenture Assured Guaranty Corp., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx X. Xxxxxxxx, General Counsel and Secretary, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00, Bermuda) brought against it with respect to any such proceeding in the any such court in The City and County of New York, which courts such service being hereby acknowledged by each of the Company and the Guarantor to be effective and binding service on it in every respect whether or not the Company or the Guarantor, as the case may be, shall then be doing or shall have exclusive jurisdiction over the adjudication of such claimsat any time done business in New York. Each Such appointment shall be irrevocable so long as any of the Fund, Securities or Coupons or the Adviser, respective obligations of the Administrator Company and the Underwriters hereby submits to and accepts generally and unconditionally Guarantor hereunder remain outstanding, or until the exclusive jurisdiction appointment of those for a successor by the purposes of Company or the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the UnderwritersGuarantor, as the case may be, and may be enforced in any other courts in the jurisdiction such successor’s acceptance of which the Fundsuch appointment. Upon such acceptance, the Adviser, the Administrator Company or the UnderwritersGuarantor, as the case may be, is or shall notify the Trustee of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be subjectnecessary to continue such designation and appointment of said Assured Guaranty Corp., Inc. in full force and effect so long as any of the Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder shall be outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by suit upon the Company or the Guarantor to take any such judgmentaction. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions. EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, XXXXXX XXXXXX, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RELATING TO THE TRUSTEE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event any other manner provided by law. Nothing in this Agreement shall affect any right that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in ‎Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except In the Deposit Agreement, the Company has (i) appointed National Corporate Research , Ltd. with offices currently located at 200 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx, as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) the Company's authorized agent upon which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator proceeding between it and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way Depositary arising out of or relating to this Deposit Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the FundState of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Adviser, the Administrator and the Underwriters agrees that a final judgment Company in any such suit or proceeding. The Company agrees to deliver, upon execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filings of and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed 10 business days after the Fundsame shall have been so mailed. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth belowThe Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Indenture, no suits, actions, claims, counterclaims the Securities or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) any Coupons appertaining thereto may be commenced, prosecuted or continued brought in any court other than the United States District Court for Federal or New York State court sitting in the Southern District Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Indenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the event that court lacks jurisdiction to hear such Claimsaid of execution, execution or otherwise) in respect of this Indenture. The Company and the courts Guarantor each hereby irrevocably designates and appoints for the benefit of the State Trustee and the Holders of New York located the Securities and Coupons for the term of this Indenture Assured Guaranty Corp., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx X. Xxxxxxxx, General Counsel and Secretary, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 08, Bermuda) brought against it with respect to any such proceeding in the any such court in The City and County of New York, which courts such service being hereby acknowledged by each of the Company and the Guarantor to be effective and binding service on it in every respect whether or not the Company or the Guarantor, as the case may be, shall then be doing or shall have exclusive jurisdiction over the adjudication of such claimsat any time done business in New York. Each Such appointment shall be irrevocable so long as any of the Fund, Securities or Coupons or the Adviser, respective obligations of the Administrator Company and the Underwriters hereby submits to and accepts generally and unconditionally Guarantor hereunder remain outstanding, or until the exclusive jurisdiction appointment of those for a successor by the purposes of Company or the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the UnderwritersGuarantor, as the case may be, and may be enforced in any other courts in the jurisdiction such successor’s acceptance of which the Fundsuch appointment. Upon such acceptance, the Adviser, the Administrator Company or the UnderwritersGuarantor, as the case may be, is or shall notify the Trustee of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be subjectnecessary to continue such designation and appointment of said Assured Guaranty Corp., Inc. in full force and effect so long as any of the Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder shall be outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by suit upon the Company or the Guarantor to take any such judgmentaction. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions. EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, XXXXXX XXXXXX, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RELATING TO THE TRUSTEE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event any other manner provided by law. Nothing in this Agreement shall affect any right that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph 10.08(a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.09. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator Advisers and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters EACH OF THE UNDERWRITERS, THE FUND (on their own behalfON ITS BEHALF AND, and to the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, on behalf of each of their respective members and affiliates)ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) AND THE ADVISERS (ON THEIR BEHALF AND, the Fund TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR SHAREHOLDERS AND AFFILIATES) HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (on its behalfWHETHER BASED UPON CONTRACT, and to the extent permitted by applicable lawTORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE FUND, on behalf of its shareholders and affiliates)THE INVESTMENT ADVISER AND THE UNDERWRITERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, the Adviser (on its behalfPROCEEDING OR COUNTERCLAIM BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE FUND, and to the extent permitted by applicable lawTHE INVESTMENT ADVISER OR THE UNDERWRITERS, on behalf of its members and affiliates) and the Administrator (on its behalfAS THE CASE MAY BE, and to the extent permitted by applicable lawAND MAY BE ENFORCED IN ANY OTHER COURTS IN THE JURISDICTION OF WHICH THE FUND, on behalf of its members and affiliates) hereby waives all right to trial by jury in any actionTHE INVESTMENT ADVISER OR THE UNDERWRITERS, proceeding or counterclaim (whether based upon contractAS THE CASE MAY BE, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundIS OR MAY BE SUBJECT, the Adviser, the Administrator and the Underwriters agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund, the Adviser, the Administrator or the Underwriters, as the case may be, is or may be subject, by suit upon such judgmentBY SUIT UPON SUCH JUDGMENT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each Factoring Secured Party, no suitseach Notes Secured Party and each Financing Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any Factoring Secured Party or Notes Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Financing Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each Factoring Secured Party, each Notes Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Financing Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by lawit may legally and effectively do so, (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event any other manner provided by law. Nothing in this Agreement shall affect any right that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Fixed Asset Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (eachSupreme Court of the State of New York sitting in New York County, a “Claim”) may be commenced, prosecuted or continued in any court other than Borough of Manhattan and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Fixed Asset Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Fixed Asset Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to prohibited by the terms laws of this Agreement England and Wales or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than Articles of the United States District Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such ClaimsCompany, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the FundDeposit Agreement, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court Company has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliatesi) appointed Corporation Service Company (CSC), 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxx Xxxx 000000000, as the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury Companys authorized agent upon which process may be served in any action, suit or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement. Each , (ii) consented and submitted to the jurisdiction of any state or federal court in the FundBorough of Manhattan, the AdviserCity of New York, in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Administrator and the Underwriters agrees that a final judgment Company in any such actionsuit or proceeding. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the FundFOR AVOIDANCE OF DOUBT, the AdviserEACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, the Administrator and the UnderwritersTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, as the case may beANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, and may be enforced in any other courts in the jurisdiction of which the FundACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the AdviserTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, the Administrator or the UnderwritersTHE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, as the case may beOR THE BREACH HEREOF OR THEREOF, is or may be subjectINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, by suit upon such judgmentVALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach [Term Loan] Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued in any court other than the United States District Supreme Court for the Southern District of New York, or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located sitting in the City Borough of Manhattan, and County of the United States District Court of the Southern District of New YorkYork sitting in the Borough of Manhattan, which courts shall have exclusive jurisdiction over and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the adjudication of extent permitted by law, in such claimsFederal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any ABL Secured Party or [Term Loan] Secured Party may otherwise have to bring any action or proceeding against any Loan Party or its properties in the courts of the Fundany jurisdiction. (b) Each ABL Secured Party, the Adviser, the Administrator each [Term Loan] Secured Party and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) The ABL Representative, no suitsfor itself and on behalf of each ABL Secured Party, actionsthe Term Loan Representative, claimsfor itself and on behalf of each Term Loan Secured Party, counterclaims or proceedings (eachand each Grantor hereby irrevocably and unconditionally submits, a “Proceeding”) which relates for itself and its property, to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the event any other manner provided by law. Nothing in this Agreement shall affect any right that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Grantor or its properties in the courts of the State any jurisdiction. (b) The ABL Representative, for itself and on behalf of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fundeach ABL Secured Party, the AdviserTerm Loan Representative, the Administrator for itself and the Underwriters on behalf of each Term Loan Secured Party, and each Grantor hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (i) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms exclusive jurisdiction of this Agreement or the transactions contemplated hereby (eachSupreme Court of the State of New York sitting in New York County, a “Claim”) may be commenced, prosecuted or continued in any court other than Borough of Manhattan and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Loan Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Debt Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Debt Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Debt Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fundmanner permitted by law. (d) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, the AdviserINCLUDING CONTRACT CLAIMS, the Administrator or the UnderwritersTORT CLAIMS, as the case may beBREACH OF DUTY CLAIMS, is or may be subjectAND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, by suit upon such judgmentA COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below, no suits, actions, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms of this Agreement or the transactions contemplated The Company hereby (eachi) irrevocably designates and appoints CT Corporation System, a “Claim”) 1000 00xx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, XX 00000, as the Company's authorized agent upon which process may be commenced, prosecuted or continued served in any court other than the United States District Court for the Southern District of New York, suit or in the event that court lacks jurisdiction to hear such Claims, in the courts of the State of New York located in the City and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters hereby submits to and accepts generally and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, proceeding (including any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalf, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliatesarbitration proceeding) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the FundShares or Deposited Securities, the AdviserAmerican Depositary Shares, the Administrator Receipts or this Deposit Agreement, (ii) consents and submits to the Underwriters jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that a final judgment service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, proceeding including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or counterclaim brought Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such court service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive and binding upon deemed completed five (5) business days after the Fundsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, the AdviserFOR AVOIDANCE OF DOUBT, the Administrator and the UnderwritersEACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, as the case may beTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and may be enforced in any other courts in the jurisdiction of which the FundANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, the AdviserACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, the Administrator or the UnderwritersTHE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, as the case may beTHIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, is or may be subjectOR THE BREACH HEREOF OR THEREOF, by suit upon such judgmentINCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER. Except as set forth below(a) Each ABL Secured Party, no suitseach Term Debt Secured Party and each Loan Party hereby irrevocably and unconditionally submits, actionsfor itself and its property, claims, counterclaims or proceedings (each, a “Proceeding”) which relates to the terms nonexclusive jurisdiction of this Agreement or the transactions contemplated hereby (each, a “Claim”) may be commenced, prosecuted or continued Supreme Court of the State of New York sitting in any court other than New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the event that court lacks jurisdiction any ABL Secured Party or Term Debt Secured Party may otherwise have to hear such Claims, bring any action or proceeding against any Loan Party or its properties in the courts of the State of New York located in the City any jurisdiction. (b) Each ABL Secured Party, each Term Debt Secured Party and County of New York, which courts shall have exclusive jurisdiction over the adjudication of such claims. Each of the Fund, the Adviser, the Administrator and the Underwriters each Loan Party hereby submits to and accepts generally irrevocably and unconditionally the exclusive jurisdiction of those for the purposes of the adjudication of such Claims and irrevocably waives, to the fullest extent permitted by law, it may legally and effectively do so (i) any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in such court and any claim that any such Proceeding brought in such court has been brought in an inconvenient forum. Each of the Underwriters (on their own behalfsuit, and to the extent permitted by applicable law, on behalf of each of their respective members and affiliates), the Fund (on its behalf, and to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Adviser (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) and the Administrator (on its behalf, and to the extent permitted by applicable law, on behalf of its members and affiliates) hereby waives all right to trial by jury in any action, action or proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Adviser, the Administrator and the Underwriters agrees that a final judgment Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action, proceeding action or counterclaim brought proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.9. Nothing in this Agreement will affect the right of any such court shall be conclusive and binding upon the Fund, the Adviser, the Administrator and the Underwriters, as the case may be, and may be enforced party to this Agreement to serve process in any other courts in the jurisdiction of which the Fund, the Adviser, the Administrator or the Underwriters, as the case may be, is or may be subject, manner permitted by suit upon such judgmentlaw. (d) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY TRIAL IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.