Common use of Submission to Jurisdiction; Waiver of Immunity Clause in Contracts

Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to directly or indirectly, may be commenced, prosecuted or continued in the exclusive jurisdiction courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (each a “New York Court”), which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding The Company agrees that any International Underwriter or any Indemnified Party entitled to seek indemnity against the foregoingCompany hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any New York Court by any third party against such International Underwriter or Indemnified Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in any New York Court in which any action, proceeding, claim or counterclaim arising out of or relating to this Agreement is brought by any third party against any International Underwriter or any Indemnified Party entitled to seek indemnity against the Company hereunder. Each International Underwriter and the Company (on its behalf and, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, on behalf of its shareholders and Affiliates) each irrevocably waives all right to trial by jury in any action, proceeding, claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company irrevocably agrees that a final judgment in any such action, proceeding, claim or counterclaim brought in any New York court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company irrevocably waives and agrees not to claim any immunity (whether on the basis grounds of sovereignty or crown status or otherwise) from jurisdictionany action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment (both before and after to or in aid of execution of any judgment) and execution , decision, determination, order or award, or from other action, suit or proceeding for the giving of any relief or for the enforcement of any judgement, decision, determination, order or award, to which it might or its properties, assets or revenues may otherwise be or become entitled in the above-named courtsany action, and will not raise suit or claim or cause to be pleaded proceeding brought in any such immunity at New York courts or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedother courts. The Company irrevocably appoints has appointed, without power of revocation, Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon (the “Authorized Agent”) to accept and acknowledge on their behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in connection with this Agreement, any New York Court. The Company represents and agrees warrants that the Authorized Agent has agreed to act as its agent for service of process and agrees to take any and all action, including, without limitation, the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such agent service to the Company shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such action, suit or proceedingCompany.

Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f10(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each of the PartiesAny legal suit, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding action or proceeding arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) hereby waives the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties, irrevocably and unconditionally waive, to the fullest extent not prohibited permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and agrees irrevocably and unconditionally waive and agree not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense plead or otherwise, claim in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, court that any such Proceeding suit, action or other proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by any such court and (iii) hereby agrees not has been brought in an inconvenient forum. The Company appoints Cogency Global Inc., as its agent to commence receive service of process or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal legal summons for purposes of any such Proceeding suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoingRelated Proceeding, to the extent that any each party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courtsSpecified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding Related Proceeding or judgmentRelated Judgment, including including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each of the PartiesAny legal suit, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding action or proceeding arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) hereby waives the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties, irrevocably and unconditionally waive, to the fullest extent not prohibited permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and agrees irrevocably and unconditionally waive and agree not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense plead or otherwise, claim in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, court that any such Proceeding suit, action or other proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by any such court and (iii) hereby agrees not has been brought in an inconvenient forum. The Company appoints Xxxxxxx & Associates, located at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its agent to commence receive service of process or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal legal summons for purposes of any such Proceeding suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoingRelated Proceeding, to the extent that any each party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courtsSpecified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding Related Proceeding or judgmentRelated Judgment, including including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to directly or indirectly, may be commenced, prosecuted or continued in the exclusive jurisdiction courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (each a “New York Court”), which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding The Company agrees that any International Underwriter or any Indemnified Party entitled to seek indemnity against the foregoingCompany hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any New York Court by any third party against such International Underwriter or Indemnified Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in any New York Court in which any action, proceeding, claim or counterclaim arising out of or relating to this Agreement is brought by any third party against any International Underwriter or any Indemnified Party entitled to seek indemnity against the Company hereunder. Each International Underwriter and the Company (on its behalf and, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, on behalf of its shareholders and Affiliates) each irrevocably waives all right to trial by jury in any action, proceeding, claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company irrevocably agrees that a final judgment in any such action, proceeding, claim or counterclaim brought in any New York court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company irrevocably waives and agrees not claim any immunity (whether on the basis grounds of sovereignty or crown status or otherwise) from jurisdictionany action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment (both before and after to or in aid of execution of any judgment) and execution , decision, determination, order or award, or from other action, suit or proceeding for the giving of any relief or for the enforcement of any judgement, decision, determination, order or award, to which it might or its properties, assets or revenues may otherwise be or become entitled in the above-named courtsany action, and will not raise suit or claim or cause to be pleaded proceeding brought in any such immunity at New York courts or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedother courts. The Company irrevocably appoints has appointed, without power of revocation, Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon (the “Authorized Agent”) to accept and acknowledge on their behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in connection with this Agreement, any New York Court. The Company represents and agrees warrants that the Authorized Agent has agreed to act as its agent for service of process and agrees to take any and all action, including, without limitation, the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such agent service to the Company shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such action, suit or proceedingCompany.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to directly or indirectly, may be commenced, prosecuted or continued in the exclusive jurisdiction courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (each a “New York Court”), which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding The Company agrees that any International Underwriter or any Indemnified Party entitled to seek indemnity against the foregoingCompany hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any New York Court by any third party against such International Underwriter or Indemnified Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in any New York Court in which any action, proceeding, claim or counterclaim arising out of or relating to this Agreement is brought by any third party against any International Underwriter or any Indemnified Party entitled to seek indemnity against the Company hereunder. Each International Underwriter and the Company (on its behalf and, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, on behalf of its shareholders and Affiliates) irrevocably waives all immunity right to trial by jury in any action, proceeding, claim or counterclaim (whether on the basis of sovereignty based upon contract, tort or otherwise) from jurisdiction, service in any way arising out of process, attachment (both before and after judgment) and execution or relating to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedthis Agreement. The Company irrevocably appoints has appointed, without power of revocation, Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon (the “Authorized Agent”) to accept and acknowledge on its behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in any New York Court.

Submission to Jurisdiction; Waiver of Immunity. Each of (a) The Issuer and the PartiesPlacement Agents irrevocably submit, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive extent permitted by applicable law, to the nonexclusive jurisdiction of the any New York state or United States District Court for the Southern District of New York and the state courts federal court sitting in the State Borough of New YorkManhattan in any suit, County of New York for the purpose of any Proceeding action or proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding Offering Circular or the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual noticeNotes. Each of the Parties Issuer and the Placement Agents irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on any objection that it may have to the basis laying of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedproceeding brought in such a court has been brought in an inconvenient forum. The Company irrevocably Issuer hereby appoints Cogency Global Inc.CT Corporation System, with offices at 00 X. 00xx 20 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, as its authorized agent in New York(the "Process Agent") to receive, New York upon which on behalf of it and its property, service of any summons and complaint and any other process that may be served in any legal actionsuch action or proceeding. Such service may be made, suit to the extent permitted by applicable law, by delivering by hand or proceeding against it with respect certified or overnight mail a copy of any matter arising out such process to the Issuer in care of the Process Agent at such Process Agent's above address or such other address as such of the Issuer shall notify the Placement Agents, in connection with this Agreementwriting, provided, however, that service shall also be mailed to the Issuer, and the Issuer hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf, with delivery of a copy thereof to the Issuer in the same manner and to the same address as notices are required to be delivered to such Issuer under Section 10 hereof. The Issuer agrees that such service of process upon such agent shall be deemed in every respect effective service of process upon the Company it in any such actionsuit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this paragraph shall affect or limit any right to serve process in any manner permitted by law, to bring proceedings in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. To the fullest extent permitted by applicable law, each of the parties agrees that a final judgment obtained in any such court described above in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or proceedingin any other manner provided by law.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to directly or indirectly, may be commenced, prosecuted or continued in the exclusive jurisdiction courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (each a “New York court”), which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named New York courts whether on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding The Company agrees that any International Underwriter or any Indemnified Party entitled to seek indemnity against the foregoingCompany hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any court by any third party against such International Underwriter or Indemnified Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in any court in which any action, proceeding, claim or counterclaim arising out of or relating to this Agreement is brought by any third party against any International Underwriter or any Indemnified Party entitled to seek indemnity against the Company hereunder. Each International Underwriter and the Company (on its behalf and, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, on behalf of its shareholders and Affiliates) irrevocably waives all right to trial by jury in any action, proceeding, claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company irrevocably agrees that a final judgment in any such action, proceeding, claim or counterclaim brought in any New York Court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company irrevocably waives and agrees not to claim (or permit to be claimed on its behalf) any immunity (whether on the basis characterized as sovereign immunity, crown immunity, immunity for “acts of sovereignty state”, or otherwise) from jurisdictionany action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment to or in aid of execution of any judgment, decision, determination, order or award (both before and after regardless of whether such attachment is sought prior to or following the entry of judgment) and execution , decision, determination, order or award), or from other action, suit or proceeding for the giving of any relief or for the enforcement of any judgment, decision, determination, order or award, to which it might or its properties, assets or revenues may otherwise be or become entitled under the laws of any jurisdiction in the above-named any action, suit or proceeding brought in any New York Courts or in any other courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act broadest extent permitted by the laws of 1976, as amendedsuch jurisdiction. The Company has irrevocably appoints appointed Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Inc. as its authorized agent in New York, New York upon (the “Authorized Agent”)to accept and acknowledge on its behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in connection with this Agreement, any New York court. The Company represents and agrees warrants that the Authorized Agent has agreed to act as its agent for service of process and agrees to take any and all action, including, without limitation, the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such agent service to the Company shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such actionCompany, suit or proceedingas the case may be.

Submission to Jurisdiction; Waiver of Immunity. Each (a) For purposes of the Partiesany suit, action or proceeding involving this Agreement or any other Credit Document or any judgment entered by its execution any court in respect of this Agreementsuch suit, (i) hereby irrevocably action or proceeding, Borrower expressly submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of any New York and the state courts or U.S. federal court sitting in the State Borough of Manhattan, The City of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York lawYork, and agrees that service of any order, process or other paper may be served upon Borrower within or without such court’s jurisdiction by mailing a copy by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waivespostage prepaid, to Borrower at Borrower’s address for notices provided in this Agreement, such service to become effective 30 days after such mailing. Borrower irrevocably waives any objection it may now or hereafter have to the fullest extent permitted laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by applicable law, all immunity (whether suit on the basis judgment or in any other manner provided by Xxx. Borrower hereby irrevocably appoints The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx., Xxxxxxxxxx, XX 00000 (“Process Agent”) as its agent to receive, accept and acknowledge for and on its behalf, and in respect of sovereignty or otherwise) from jurisdictionits property, service of any and all legal process, attachment (both before summons, notices and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process documents that may be served in any such action or proceeding. If for any reason such agent shall cease to be available to act as such, Xxxxxxxx agrees to designate a new agent in The City of New York for the purposes of this provision reasonably satisfactory to Lender. Nothing contained in this Agreement or any other Credit Document shall affect Xxxxxx’s right to serve legal action, suit process in any other manner permitted by Law or to bring any action or proceeding against it with respect Borrower or Borrower’s property in the courts of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceedingother jurisdictions.

Submission to Jurisdiction; Waiver of Immunity. Each of the PartiesAny legal suit, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding action or proceeding arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) hereby waives the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, exclusive jurisdiction (except for proceedings instituted in any such action, any claim that it is not subject personally regard to the jurisdiction enforcement of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the above-named such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court of competent jurisdictionthat any such suit, action or other proceeding brought in any such court has been brought in an ​ ​ inconvenient forum. Each party hereto hereby consents not located in the United States irrevocably appoints C T Corporation System as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any such Proceeding state or federal court in the City and County of New York. With respect to any manner permitted by New York lawRelated Proceeding, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courtsSpecified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding Related Proceeding or judgmentRelated Judgment, including including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each (a) Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to directly or indirectly, may be commenced, prosecuted or continued in the exclusive jurisdiction courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (each a “New York Court”), which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the state courts sitting in Company and the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Covenantors each irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding The Company and the foregoingCovenantors each agrees that any International Underwriter or any Indemnified Party entitled to seek indemnity against the Company and/or the Covenantors hereunder shall have the sole and absolute right to join the Company or the Covenantors as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any court by any third party against such International Underwriter or Indemnified Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company or the Covenantors in such action, proceeding, claim or counterclaim. The Company and the Covenantors each hereby irrevocably consents to personal jurisdiction, service and venue in any court in which any action, proceeding, claim or counterclaim arising out of or relating to this Agreement is brought by any third party against any International Underwriter or any Indemnified Party entitled to seek indemnity against the Company and the Covenantors hereunder. Each International Underwriter, the Company (on its behalf and, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Covenantors (on his/her/its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) each irrevocably waives all right to trial by jury in any action, proceeding, claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company and the Covenantors each irrevocably agrees that a final judgment in any such action, proceeding, claim or counterclaim brought in any New York Court shall be conclusive and binding upon the Company and the Covenantors and may be enforced in any other courts to the jurisdiction of which the Company or the Covenantors is or may be subject, by suit upon such judgment. The Company and the Covenantors each irrevocably waives and agrees not claim (or permit to be claimed on its behalf) any immunity (whether on the basis characterized as sovereign immunity, crown immunity, immunity for “acts of sovereignty state”, or otherwise) from jurisdictionany action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect aid of execution of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976decision, as amended. The Company irrevocably appoints Cogency Global Inc.determination, with offices at 00 X. 00xx Xxxxxxorder or award, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal or from other action, suit or proceeding against it with respect for the giving of any matter arising out relief or for the enforcement of any judgement, decision, determination, order or in connection with this Agreementaward, and agrees that service to which it or its properties, assets or revenues may be or become entitled under the laws of process upon such agent shall be deemed in every respect effective service of process upon the Company any jurisdiction in any such action, suit or proceedingproceeding brought in any New York Courts or in any other courts, to the broadest extent permitted by the laws of such jurisdiction.

Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding action, claim, suit, proceeding or investigation (each, a “Proceeding”) arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f13(n) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc.Law Debenture Corporate Services Inc, with offices located at 00 X. 00xx 000 0xx Xxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, Xxx Xxxx XX 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the directly or indirectly, may be commenced, prosecuted or continued in each United States District Court for the Southern District of federal court and New York and the state courts sitting court located in the State Borough of Manhattan, in the City of New York, County of New York, U.S.A. (each a “New York for Court”), which courts shall have non-exclusive jurisdiction over the purpose adjudication of any Proceeding arising out of or based upon this Agreement or relating such matters, and, to the subject matter hereoffull extent permitted by laws, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding the foregoing, to the extent The Company agrees that any party hereto is International Underwriter or becomes any Relevant Party entitled to seek indemnity against the Company hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any litigation court by any third party against such International Underwriter or Relevant Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in connection with which it may assert indemnification rights set forth such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in this Agreement, the any court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoingany action, any party proceeding, claim or counterclaim arising out of or relating to this Agreement may commence and maintain an action is brought by any third party against any International Underwriter or any Relevant Party entitled to enforce a judgment of any of seek indemnity against the above-named courts Company hereunder. Each International Underwriter, the Company irrevocably waives all right to trial by jury in any court action, proceeding, claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of competent jurisdictionor relating to this Agreement. Each party hereto hereby consents to service of process The Company irrevocably agrees that a final judgment in any such Proceeding action, proceeding, claim or counterclaim brought in any manner permitted by New York lawCourt shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company irrevocably waives and agrees that service of process by registered not to claim (or certified mail, return receipt requested, at permit to be claimed on its address specified pursuant to Section 9(fbehalf) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all any immunity (whether on the basis characterized as sovereign immunity, crown immunity, immunity for “acts of sovereignty state”, or otherwise) from jurisdictionany action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment (both before and after to or in aid of execution of any judgment) and execution , decision, determination, order or award, or from other action, suit or proceeding for the giving of any relief or for the enforcement of any judgement, decision, determination, order or award, to which it might otherwise or its properties, assets or revenues may be or become entitled under the laws of any jurisdiction in the above-named any action, suit or proceeding brought in any New York Courts or in any other courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act broadest extent permitted by the laws of 1976, as amendedsuch jurisdiction. The Company irrevocably appoints has appointed, without power of revocation, Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon (the “Authorized Agent”) to accept and acknowledge on its behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in connection with this Agreement, any New York Court. The Company represents and agrees warrants that the Authorized Agent has agreed to act as its agent for service of process and agrees to take any and all action, including, without limitation, the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such agent service to the Company shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such actionCompany, suit or proceedingas the case may be.

Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, parties hereto irrevocably (i) hereby irrevocably submits to agrees that any legal suit, action or proceeding against the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of Company brought by any Proceeding International Underwriter or by any person who controls any International Underwriter arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each, a “New York Court”), (ii) hereby waives waives, to the fullest extent not prohibited by applicable lawit may effectively do so, and agrees not any objection which it may now or hereafter have to assert, and agrees not to allow any the laying of its Subsidiaries to assert, by way venue of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court proceeding and (iii) hereby agrees not submits to commence the exclusive jurisdiction of such courts in any such suit, action or maintain proceeding. The Company has appointed HUTCHMED International Corporation, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any Proceeding such action arising out of or based upon on this Agreement or relating the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal jurisdiction of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which respect of any such litigation is being heard action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be deemed irrevocable. The Company represents and warrants that the Authorized Agent has agreed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to act as such agent for service of process in any such Proceeding in any manner permitted by New York law, and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual noticeupon the Company . Each The Company and each of the Parties International Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution right to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served trial by jury in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with relating to this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon Agreement or the Company in any such action, suit or proceedingtransactions contemplated hereby.

Submission to Jurisdiction; Waiver of Immunity. Each (a) For purposes of the Partiesany suit, action or proceeding involving this Agreement or any other Credit Document or any judgment entered by its execution any court in respect of this Agreementsuch suit, (i) hereby irrevocably action or proceeding, Borrower expressly submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of any New York and the state courts or U.S. federal court sitting in the State Borough of Manhattan, The City of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York lawYork, and agrees that service of any order, process or other paper may be served upon Borrower within or without such court’s jurisdiction by mailing a copy by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waivespostage prepaid, to Borrower at Borrower’s address for notices provided in this Agreement, such service to become effective 30 days after such mailing. Borrower irrevocably waives any objection it may now or hereafter have to the fullest extent permitted laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by applicable law, all immunity (whether suit on the basis judgment or in any other manner provided by Xxx. Borrower hereby irrevocably appoints Union Square Capital Partners, LLC, 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxxx, XX 00000 (“Process Agent”) as its agent to receive, accept and acknowledge for and on its behalf, and in respect of sovereignty or otherwise) from jurisdictionits property, service of any and all legal process, attachment (both before summons, notices and after judgment) and execution to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process documents that may be served in any such action or proceeding. If for any reason such agent shall cease to be available to act as such, Xxxxxxxx agrees to designate a new agent in The City of New York for the purposes of this provision reasonably satisfactory to Lender. Nothing contained in this Agreement or any other Credit Document shall affect Xxxxxx’s right to serve legal action, suit process in any other manner permitted by Law or to bring any action or proceeding against it with respect Borrower or Borrower’s property in the courts of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceedingother jurisdictions.

Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, parties hereto irrevocably (i) hereby irrevocably submits to agrees that any legal suit, action or proceeding against the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of Company brought by any Proceeding International Underwriter or by any person who controls any International Underwriter arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each, a “New York Court”), (ii) hereby waives waives, to the fullest extent not prohibited by applicable lawit may effectively do so, and agrees not any objection which it may now or hereafter have to assert, and agrees not to allow any the laying of its Subsidiaries to assert, by way venue of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court proceeding and (iii) hereby agrees not submits to commence the exclusive jurisdiction of such courts in any such suit, action or maintain proceeding. The Company has appointed CT Corporation System, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any Proceeding such action arising out of or based upon on this Agreement or relating the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal jurisdiction of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which respect of any such litigation is being heard action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be deemed irrevocable. The Company represents and warrants that the Authorized Agent has agreed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to act as such agent for service of process in any such Proceeding in any manner permitted by New York law, and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual noticeupon the Company. Each The Company and each of the Parties International Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution right to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served trial by jury in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with relating to this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon Agreement or the Company in any such action, suit or proceedingtransactions contemplated hereby.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to directly or indirectly, may be commenced, prosecuted or continued in the exclusive jurisdiction courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (each a “New York Court”), which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consents to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding The Company agrees that any International Underwriter or any Indemnified Person entitled to seek indemnity against the foregoingCompany hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any New York Court by any third party against such International Underwriter or Indemnified Person or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in any New York Court in which any action, proceeding, claim or counterclaim arising out of or relating to this Agreement is brought by any third party against any International Underwriter or any Indemnified Person entitled to seek indemnity against the Company hereunder. Each International Underwriter and the Company (on its behalf and, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, on behalf of its shareholders and Affiliates) each irrevocably waives all immunity right to trial by jury in any action, proceeding, claim or counterclaim (whether on the basis of sovereignty based upon contract, tort or otherwise) from jurisdiction, service in any way arising out of process, attachment (both before and after judgment) and execution or relating to which it might otherwise be entitled in the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedthis Agreement. The Company irrevocably appoints waives and agrees not to claim any immunity (sovereign or otherwise) to which it may otherwise be or become entitled in any action or proceeding brought in any New York courts or in any other courts. The Company has appointed, without power of revocation, Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon (the “Authorized Agent”) to accept and acknowledge on their behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in connection with this Agreement, any New York Court. The Company represents and agrees warrants that the Authorized Agent has agreed to act as its agent for service of process and agrees to take any and all action, including, without limitation, the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such agent service to the Company shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such action, suit or proceedingCompany.

Submission to Jurisdiction; Waiver of Immunity. Each of the PartiesAny legal suit, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding action or proceeding arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) hereby waives the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, exclusive jurisdiction (except for proceedings instituted in any such action, any claim that it is not subject personally regard to the jurisdiction enforcement of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the above-named such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court of competent jurisdictionthat any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto hereby consents not located in the United States irrevocably appoints Corporation Service Company as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any such Proceeding state or federal court in the City and County of New York. With respect to any manner permitted by New York lawRelated Proceeding, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courtsSpecified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding Related Proceeding or judgmentRelated Judgment, including including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each of the PartiesAny legal suit, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding action or proceeding arising out of or based upon this Agreement or relating to the subject matter hereoftransactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) hereby waives the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, exclusive jurisdiction (except for proceedings instituted in any such action, any claim that it is not subject personally regard to the jurisdiction enforcement of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the above-named such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court of competent jurisdictionthat any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto hereby consents not located in the United States irrevocably appoints Corporation Trust Center as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any such Proceeding state or federal court in the City and County of New York. With respect to any manner permitted by New York lawRelated Proceeding, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the above-named courtsSpecified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding Related Proceeding or judgmentRelated Judgment, including including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The Company irrevocably appoints Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon which process may be served in any legal action, suit or proceeding against it with respect of any matter arising out of or in connection with this Agreement, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding.

Submission to Jurisdiction; Waiver of Immunity. Each of the Parties, by its execution of this Agreement, (i) parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the United States District Court for the Southern District Borough of Manhattan in The City of New York and the state courts sitting with respect to actions brought against it as a defendant in the State of New York, County of New York for the purpose respect of any Proceeding suit, action or proceeding or arbitral award arising out of or based upon this Agreement or relating to this Indenture or the subject matter hereof, Notes or any transaction contemplated hereby or thereby (ii) hereby waives to the extent not prohibited by applicable lawa "PROCEEDING"), and agrees not to assert, irrevocably accepts for itself and agrees not to allow any in respect of its Subsidiaries to assertproperty, by way of motiongenerally and unconditionally, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named aforesaid courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9(f) hereof is reasonably calculated to give actual notice. Each of the Parties parties hereto irrevocably waives, to the fullest extent permitted by it may do so under applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before trial by jury and after judgment) and execution to any objection which it might otherwise be entitled in may now or hereafter have to the above-named courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect laying of the venue of any such proceeding or judgment, including Proceeding brought in any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedsuch court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Cogency Global Inc.CT Corporation System (the "PROCESS AGENT"), with offices an office at 00 X. 00xx 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon to receive on behalf of it and its property service of copies of the summons and complaint and any other process which process may be served in any legal actionProceeding. If for any reason such Person shall cease to be such agent for service of process, suit or proceeding against it with respect the Company shall forthwith appoint a new agent of any matter arising out of or in connection with this Agreement, and agrees that recognized standing for service of process upon such in the State of New York and deliver to the Trustee a copy of the new agent's acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any agent shall be deemed or any holder to serve process in every respect effective service of process upon any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction. The Company hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company in care of the Process Agent at the address specified above. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company, or failure of the Company to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company. As an alternative method of service, the Company also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company, at its address specified in or at any other address previously furnished in writing by the Company to the Trustee. The Company covenants and agrees that it shall take any and all reasonable action, suit including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and 104 effect during the term of the Notes, and to cause the Process Agent to continue to act as such. Nothing in this shall affect the right of any party, including the Trustee, any Agent or proceedingany holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other competent jurisdictions. The Company irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. The Company irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Notes.

Submission to Jurisdiction; Waiver of Immunity. Each Any action, proceeding, claim or counterclaim of the Parties, by its execution any kind or nature whatsoever arising out of or in any way relating to this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the directly or indirectly, may be commenced, prosecuted or continued in each United States District Court for the Southern District of federal court and New York and the state courts sitting court located in the State Borough of Manhattan, in the City of New York, County of New York, U.S.A. (each a “New York for Court”), which courts shall have non-exclusive jurisdiction over the purpose adjudication of any Proceeding arising out of or based upon this Agreement or relating such matters, and, to the subject matter hereoffull extent permitted by laws, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally Company irrevocably consent to the jurisdiction of the above-named courtsNew York Courts and personal service, that its property is exempt or immune from attachment or execution, that and waives any such Proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding objection to any court other than one of the above-named courts whether New York Court on the grounds of inconvenient forum or otherwise, with respect thereto. Notwithstanding the foregoing, to the extent The Company agrees that any party hereto is International Underwriter or becomes any Relevant Party entitled to seek indemnity against the Company hereunder shall have the sole and absolute right to join the Company as a party to any action, proceeding, claim or counterclaim arising out of or relating to this Agreement which is brought in any litigation court by any third party against such International Underwriter or Relevant Party or to otherwise pursue any claim (whether by way of a claim for an indemnity, contribution or otherwise) against the Company in connection with which it may assert indemnification rights set forth such action, proceeding, claim or counterclaim. The Company hereby irrevocably consents to personal jurisdiction, service and venue in this Agreement, the any court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoingany action, any party proceeding, claim or counterclaim arising out of or relating to this Agreement may commence is brought by any third party against any International Underwriter or any Relevant Party entitled to seek indemnity against the Company hereunder. Each International Underwriter and maintain an action the Company irrevocably waive all right to enforce a judgment of any of the above-named courts trial by jury in any court action, proceeding, claim or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of competent jurisdictionor relating to this Agreement. Each party hereto hereby consents to service of process The Company irrevocably agrees that a final judgment in any such Proceeding action, proceeding, claim or counterclaim brought in any manner permitted by New York lawCourt shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company are or may be subject, by suit upon such judgment. The Company irrevocably waives and agrees that service of process by registered not to claim (or certified mail, return receipt requested, at permit to be claimed on its address specified pursuant to Section 9(fbehalf) hereof is reasonably calculated to give actual notice. Each of the Parties irrevocably waives, to the fullest extent permitted by applicable law, all any immunity (whether on the basis characterized as sovereign immunity, crown immunity, immunity for "acts of sovereignty state", or otherwise) from jurisdictionany action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment (both before and after to or in aid of execution of any judgment) and execution , decision, determination, order or award, or from other action, suit or proceeding for the giving of any relief or for the enforcement of any judgement, decision, determination, order or award, to which it might otherwise or its properties, assets or revenues may be or become entitled under the laws of any jurisdiction in the above-named any action, suit or proceeding brought in any New York Courts or in any other courts, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including any immunity pursuant to the United States Foreign Sovereign Immunities Act broadest extent permitted by the laws of 1976, as amendedsuch jurisdiction. The Company irrevocably appoints has appointed, without power of revocation, Cogency Global Inc., with offices at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in New York, New York upon (the “Authorized Agent”) to accept and acknowledge on its behalf service of any and all process which process may be served in any legal action, suit or proceeding against it with respect of any matter proceeding, claim or counterclaim arising out of or relating to this Agreement and commenced, prosecuted or continued in connection with this Agreement, any New York Court. The Company represents and agrees warrants that the Authorized Agent has agreed to act as its agent for service of process and agrees to take any and all action, including, without limitation, the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such agent service to the Company shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such actionCompany, suit or proceedingas the case may be.