Common use of Governing Law and Jurisdiction Clause in Contracts

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state State of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of a federal court situated in New York City, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtscourt. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a federal court of the State of situated in New YorkYork City, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 18.1 This Agreement shall be governed by and construed in all respects in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts law of the State of New York except to the extent that this Agreement entitles the Provider to the benefit of Responder Immunity Law applicable in the jurisdiction where the services are rendered in which case the Responder Immunity Law shall govern only the issue of the Provider’s liability. (a) In relation to any dispute arising out of or in relation to this Agreement, each of the Provider and the Client hereby irrevocably and unconditionally submits itself to the jurisdiction of the Supreme Court of the State of New York, New York County, the United States District Court for the Southern District of New York, and any other court of competent jurisdiction within the City of New York. Such courts within the City of New York shall have exclusive jurisdiction with relation to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise dispute arising out of or in connection with this Agreement and, and for such purposes, irrevocably submits to the non-exclusive jurisdiction benefit of such courtsthe Client. (Bb) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State Provider and the Client hereby consents to service of process in any suit, action or other proceeding arising out of or in relation to this Agreement in such court within the City of New York, waives any claim and agrees that such actions or proceedings have been brought in an inconvenient forum and further waives service by mail shall constitute valid service upon the right to object that such court does not have jurisdiction over such partyProvider and/or Client. (Cc) The Client irrevocably waives, Nothing in this Clause shall affect the right of the Provider to the fullest extent serve process in any manner permitted by applicable law, or limit the right of the Provider to take proceedings with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on this Agreement against the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction Client in any jurisdiction. Nor shall the taking of any courtproceedings with respect to this Agreement in any jurisdiction preclude the Provider from taking proceedings with respect to this Agreement in any other jurisdiction, whether concurrently or not. (iiid) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) The Provider may claim execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled order in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding court of all or any part of the Property in, and the delivery appropriate authority of any Securities and other Property to state or from, country where the Custody Account and Custody Cash Account and the performance of Client has any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldassets.

Governing Law and Jurisdiction. (A) This Agreement shall Subject to the provisions of Clause H2, the Client and the Contractor accept the exclusive jurisdiction of the English courts and agree that the Contract and all non-Contractual obligations and other matters arising from or connected with the Contract are to be governed by and construed according to English Law. Dispute Resolution The Parties shall attempt in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice good faith to the right of the Custodian negotiate a settlement to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise dispute between them arising out of or in connection with this Agreement and, for the Contract within 20 Working Days of either Party notifying the other of the dispute and such purposes, irrevocably submits efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. If the dispute cannot be resolved by the Parties pursuant to Clause H2.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause H2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Contractor and the Staff shall comply fully with the requirements of the Contract at all times during the Contract Period. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within10 Working Days after a request by one Party to the other or, if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days’ notice to either Party that the Mediator is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) or other mediation provider to appoint a Mediator. The Parties shall within 10 Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant Information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR or other mediation provider to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either of the Parties may invite the Mediator to provide a non-exclusive jurisdiction of such courts. (B) Each party hereto waives binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any objection it may have at any time proceedings relating to the laying Contract without the prior written consent of venue of any actions or proceedings brought both Parties. If the Parties fail to reach agreement in a court the structured negotiations within 60 Working Days of the State Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts. SUPPLY OF SERVICES The Services The Contractor shall supply the Services during the Contract Period in accordance with the Client’s requirements as set out in the Specification and the provisions of New York, waives any claim that such actions or proceedings have been brought the Contract in an inconvenient forum and further waives consideration of the right to object that such court does not have jurisdiction over such party. (C) payment of the Contract Price. The Client irrevocably waives, to may inspect and examine the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable notice. If the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled Client informs the Contractor in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees writing that the opening of, the holding of all or Client reasonably believes that any part of the Property inServices does not meet the requirements of the Contract or differs in any way from those requirements, and this is other than as a result of a Default by the delivery of any Securities and other Property to or fromClient, the Custody Account Contractor shall at its own expense re-schedule and Custody Cash Account carry out the Services in accordance with the requirements of the Contract within such reasonable time as may be specified by the Client. Subject to the Client providing written consent, in accordance with Clause I5 (Provision and Removal of Equipment), timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. Manner of Carrying Out the Services The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Contractor shall agree the relevant standard of the Services with the Client prior to the supply of the Services and, in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. Remedies in the event of inadequate performance Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of any activities contemplated in this Agreement the Contractor’s obligations under the Contract, then the Client shall notify the Contractor, and where considered appropriate by the CustodianClient, including acting investigate the complaint. The Client may, in its sole discretion, uphold the complaint and take further action in accordance with Clause G2 (Termination on Default) of the Contract. In the event that the Client is of the reasonable opinion that there has been a material breach of the Contract by the Contractor, then the Client may, without prejudice to its rights under Clause G2 (Termination on Default), do any Instructionsof the following: without terminating the Contract, itself supply or procure the supply of all or part of the Services until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the Client that the Contractor will once more be able to supply all or such part of the Services in accordance with the Contract; without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third Party to supply such part of the Services; and/or terminate, in accordance with Clause G2 (Termination on Default), the whole of the Contract. Without prejudice to its right under Clause B3 (Recovery of Sums Due), the Client may charge the Contractor for any costs reasonably incurred and any reasonable administration costs in respect of the supply of any part of the Services by the Client or a third Party to the extent that such costs exceed the payment which would otherwise have been payable to the Contractor for such part of the Services and provided that the Client uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. If the Contractor fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Client shall instruct the Contractor to remedy the failure and the Contractor shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within 10 Working Days or such other period of time as the Client may direct. In the event that: the Contractor fails to comply with Clause I3.4 above and the failure is materially adverse to the interests of the Client or prevents the Client from discharging a statutory duty; or the Contractor persistently fails to comply with Clause I3.4 above, the Client may terminate the Contract with immediate effect by notice in writing. Key Personnel Where Key Personnel are essential to the proper provision of specific Services to the Client, those Key Personnel shall not be released from supplying the Services without the agreement of the Client, except by reason of long-term sickness, maternity leave, paternity leave or termination of employment and other extenuating circumstances. Any replacements to the Key Personnel shall be subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures agreement of the Client. Such replacements shall be of at least equal status or of equivalent experience and practices (i) skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services. The Client shall not unreasonably withhold its agreement under Clause I4.2. Such agreement shall be conditional on appropriate arrangements being made by the Contractor to minimise any adverse impact on the Contract which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist could be caused by a change in the country in which the Property is heldKey Personnel.

Governing Law and Jurisdiction. (A) This Agreement Indenture, the Notes and the Guarantee shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflictthe State of New York, as applied to contracts made and performed within the State of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the state New York Civil Practice Laws and Rules, and without regard to conflict of law principles that would result in the application of any laws other than the laws of the State of New York. The Client agrees for Each party hereto irrevocably and unconditionally submits to the benefit jurisdiction of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Supreme Court of the State of New York shall have sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any jurisdiction to hear and determine thereof, in any suit, action or proceeding, and to settle any disputes, which may arise proceeding arising out of or relating to this Indenture or the Guarantee, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in connection with this Agreement andrespect of any such action or proceeding may be heard and determined in such New York State or, for such purposes, irrevocably submits to the non-exclusive jurisdiction of extent permitted by law, in such courts. (B) Federal court. Each party hereto waives agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have at any time to the laying of venue of any actions suit, action or proceedings brought proceeding arising out of or relating to this Indenture in a any court of the State of New York, waives any claim that such actions or proceedings have been brought referred to in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client this section. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective the defense of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, an inconvenient forum to the fullest extent permitted by applicable law, that it will not claim maintenance of such immunity action or proceeding in any such actions or proceedings. (D) The Client hereby understands and agrees that court. Each party hereto irrevocably consents to service of process in the opening ofmanner provided for notices in Section 16.03 hereof, such service to be effective upon receipt. Nothing in this Indenture will affect the holding of all or any part of the Property in, and the delivery right of any Securities and party hereto to serve process in any other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement manner permitted by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldlaw.

Governing Law and Jurisdiction. (A) This Agreement shall be governed MLSA is governed, without reference to applicable conflicts of law principles, by and construed in accordance with the internal laws (and not the laws of conflictthe jurisdiction corresponding the country or region where Customer acquired the Products (the “Customer Location”) as set forth in the Global Appendix attached hereto (“Governing Law”), which is incorporated herein by reference. Each Party irrevocably agrees that any legal proceeding must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the state venue corresponding the applicable Customer Location as set forth in the Global Appendix (“Venue of New YorkDisputes”), and to the extent that Section “Dispute Resolution; Arbitration” does not apply, each Party irrevocably submits to the sole and exclusive personal jurisdiction of the courts of such Venue with respect to any legal proceeding involving the other Party. The Client agrees United Nations Convention on Contracts for the benefit International Sale of Goods and the Custodian and, without prejudice Uniform Computer Information Transactions Act shall not apply to the right of the Custodian to take any proceedings this MLSA. Nothing in relation hereto before any other this MLSA prevents either Party from seeking injunctive relief in a court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue . The language of any actions litigation or proceedings brought legal proceeding shall be English. The prevailing Party in a court of arbitration or litigation is entitled to recover its reasonable attorneys’ fees and costs from the State of New Yorkother Party. CUSTOMER MUST INITIATE ARBITRATION OR ANY OTHER CAUSE OF ACTION FOR ANY CLAIM(S) ARISING OUT OF OR RELATING TO THIS MLSA AND ITS SUBJECT MATTER WITHIN 2 YEARS FROM THE DATE WHEN CUSTOMER KNEW, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyOR SHOULD HAVE KNOWN AFTER REASONABLE INVESTIGATION, OF THE FACTS GIVING RISE TO THE CLAIM(S). (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Subscription Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction California applicable to hear contracts to be wholly performed within such state and determine any without regard to conflicts of laws provisions. THE PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO. THE PARTIES HERETO EACH AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND/OR THE OFFERING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR FEDERAL COURT THAT SITS IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, AND ACCORDINGLY, THE PARTIES EACH IRREVOCABLY WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH LITIGATION IN ANY SUCH COURT. Each of Subscriber and Company hereby irrevocably waive and agree not to assert, by way of motion, as a defense, or otherwise, in every suit, action or proceeding, and to settle any disputes, which may arise other proceeding arising out of or in connection with based on this Subscription Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings and brought in a court of the State of New Yorkany such court, waives any claim that such actions Subscriber or proceedings have been the Company is not subject personally to the jurisdiction of the above named courts, that Subscriber’s or the Company’s property, as applicable, is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum and further waives or that the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to venue of the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance action or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedingsproceeding is improper. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 23.1 This Agreement shall be Deed and the Notes are governed by and shall be construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. English law. 23.2 The Client Issuer irrevocably agrees for the benefit of the Custodian and, without prejudice to Note Trustee the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Noteholders that the courts High Court of the State of New York Justice in London, England shall have non-exclusive jurisdiction to hear and determine any suit, action or proceedingproceedings, and to settle any disputes, which may arise out of or in connection with this Agreement Deed or the Notes (respectively, "PROCEEDINGS" and "DISPUTES") and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto . The Issuer agrees for the benefit of the Note Trustee and the Noteholders that any Proceedings against the Issuer arising out of or based upon this Deed may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, and waives any objection which it may now or hereafter have at any time to the laying of venue of any actions such proceeding and irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceedings brought proceeding. The Issuer has appointed CT Corporation at its offices at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as its authorised agent upon whom process may be served in any Proceedings arising out of or based upon this Deed which may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable. 23.3 The Issuer irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 23.2 being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient or appropriate forum. 23.4 The submission to the jurisdiction of the courts referred to in Clause 23.2 of this Clause shall not (and shall not be construed so as to) limit the right of the Note Trustee or any of the Noteholders to take Proceedings against the Issuer, the Note Trustee or any other person (as applicable) in any other court of competent jurisdiction nor shall the State taking of New York, waives Proceedings in any claim that such actions one or proceedings have been brought more jurisdictions preclude the taking of Proceedings in an inconvenient forum any other jurisdiction (whether concurrently or not) if and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement Warrant shall be governed by and construed and enforced in accordance with with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws (and not the laws of conflict) of the state State of New York. The Client agrees for the benefit of the Custodian and, without prejudice giving effect to the right any choice of the Custodian to take any proceedings in relation hereto before any other court law or conflict of competent jurisdiction, that the courts law provision or rule (whether of the State of New York shall have or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute under this Warrant or in connection herewith or with any transaction contemplated in this Warrant or discussed in this Warrant, and hereby irrevocably waives, and agrees not to hear and determine assert in any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that it is not personally subject to the jurisdiction of any such actions court, that such suit, action or proceedings have been proceeding is brought in an inconvenient forum and further waives or that the right to object that venue of such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction action or proceeding is improper. The Company hereby irrevocably waives personal service of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), process and (v) execution or enforcement of any judgment consents to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity process being served in any such actions suit, action or proceedings. (D) The Client hereby understands proceeding by mailing a copy thereof to such party at the address it set forth on the signature page to this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained in this Warrant shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained in this Warrant shall be deemed or operate to preclude the opening ofHolder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, the holding of all to realize on any collateral or any part other security for such obligations, or to enforce a judgment or other court ruling in favor of the Property inHolder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, and the delivery of any Securities and other Property to or fromAND AGREES NOT TO REQUEST, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE UNDER THIS WARRANT OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction. (A) 11.5.1 This Agreement Deed shall be governed by and construed in accordance with the internal laws (and not be subject to the laws of conflict) India. The Issuer agrees to submit to the exclusive jurisdiction of the state courts and tribunals of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take Delhi and that accordingly any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise Legal Proceedings arising out of or in connection with this Agreement and, for such purposes, Deed may be brought in those courts and tribunals and the Issuer irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of such courtsthose courts and tribunals. (B) Each party hereto 11.5.2 The Issuer irrevocably waives any objection it may have at any time now or in future, to the laying of the venue of any actions or proceedings brought Legal Proceedings in a court of the State of courts and tribunals at New York, waives Delhi and any claim that any such actions or proceedings Legal Proceedings have been brought in an inconvenient forum and further waives irrevocably agrees that a judgment in any Legal Proceedings brought in the right courts and tribunals at New Delhi shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to object that the laws of such court does not have jurisdiction over jurisdiction) by a suit upon such partyjudgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law. (C) The Client irrevocably waives11.5.3 Subject to proviso herein in this sub-section 11.5.3, the Secured Parties agree to submit to the fullest extent permitted by applicable law, exclusive jurisdiction of the courts and tribunals of New Delhi prior to occurrence of any default/breach (including Potential Event of Default) under the Debenture Documents. Provided that nothing shall limit any right of the Debenture Holders or the Debenture Trustee to take Legal Proceedings in any other court or tribunal of competent jurisdiction with respect to any default/breach (including Potential Event of Default) under the Debenture Documents, nor shall the taking of Legal Proceedings in one or more jurisdictions preclude the taking of Legal Proceedings in any other jurisdiction whether concurrently or not and the Issuer irrevocably submits to and accepts for itself and in respect of its revenues property, generally and unconditionally, the jurisdiction of such court or tribunal, and the Issuer irrevocably waives any objection it may have now or in the future to the laying of the venue of any Legal Proceedings and any claim that any such Legal Proceedings have been brought in an inconvenient forum. 11.5.4 The Issuer hereby consents generally in respect of any Legal Proceedings arising out of or in connection with this Deed to the giving of any relief, including interim and/or equitable reliefs, and relief for specific performance, or the issue of any process in connection with such Legal Proceedings including, without limitation, the making, enforcement or execution of any order or judgment which may be made or given in such Legal Proceedings. 11.5.5 To the extent that the Issuer may in any jurisdiction claim for itself or its assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtexecution, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether in aid of execution, before judgment or after judgment), otherwise) or other legal process and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions jurisdiction there may be attributed to itself or proceedings. its assets such immunity (D) The Client hereby understands and agrees that the opening ofwhether or not claimed), the holding of all or any part of the Property in, Issuer hereby irrevocably agrees not to claim and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldhereby irrevocably waives such immunity.

Governing Law and Jurisdiction. (Aa) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New YorkTHIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Client agrees for Company and the benefit of the Custodian and, without prejudice Administrator each hereby irrevocably submit to the right jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. The Company and the Administrator irrevocably agree, subject to subsection (c) of this Section 14.3, that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any Action, shall have jurisdiction to hear be heard and determine any suit, action determined in such a New York State or proceedingfederal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to settle the extent that all such courts shall lawfully decline to exercise such jurisdiction. The Company and the Administrator each hereby waives, and agrees not to assert, as a defense in any disputesAction for the interpretation or enforcement hereof or in respect of any such transaction, which that it is not subject to such jurisdiction. The Company and the Administrator hereby waive, and agree not to assert, to the maximum extent permitted by law, as a defense in any Action for the interpretation or enforcement hereof or in respect of any such transaction, that such Action may arise out not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Company and the Administrator hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that mailing of process or other papers in connection with this Agreement andany such Action in the manner provided in Section 14.1 or in such other manner as may be permitted by law, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtsshall be valid and sufficient service thereof. (Bb) Each party hereto waives any objection it may have at any time EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (c) The Company and the Administrator acknowledge that disputes relating to this Agreement and disputes relating to the laying of venue of Master Agreement may overlap, and agree that if any actions Administrator Indemnified Party or proceedings brought in MLOA Indemnified Party has a court of right to indemnification or recovery under both this Agreement and the State of New YorkMaster Agreement or any other Transaction Agreement, waives any claim that such actions the Administrator Indemnified Party or proceedings MLOA Indemnified Party, as applicable, shall have been brought in an inconvenient forum and further waives the right to object seek and obtain indemnification or recovery under any or all of such agreements; provided that no Administrator Indemnified Party or MLOA Indemnified Party may obtain duplicative indemnification or other recovery under such court does not have jurisdiction over such partyagreements. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 11.1 This Agreement shall be is governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. Bermuda law. 11.2 The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York Bermuda shall have exclusive jurisdiction to hear and determine adjudicate any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement; but this provision is for the sole benefit of the Issuer. 11.3 The Applicant waives any objection on the ground of inconvenient forum to any proceedings which relate to this Agreement and, being brought in the Bermuda courts. The Applicant agrees: (a) that any process or document connected with proceedings in the Bermuda courts which relate to this Agreement shall be treated for such purposes, irrevocably submits to all purposes as having been duly served on the non-exclusive jurisdiction of such courtsApplicant if it is received by the process agent identified in the Application Form. (Bb) Each party hereto waives any objection it may have that if, at any time during the period of this Agreement, the Applicant fails to maintain a process agent authorized to receive such process and documents, the Issuer may, on the Applicant’s behalf, appoint any person whom the Issuer thinks appropriate to be the Applicant’s process agent and that appointment shall be, in every respect, as effective as if made by the Applicant itself. 11.4 Nothing in this Clause 11 shall exclude or limit any right which the Issuer may have (whether under the law of any jurisdiction, an international convention or otherwise) with regard to the laying bringing of venue proceedings, the service of process, the recognition or enforcement of a judgment or any actions similar or proceedings brought related matter in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyjurisdiction. 11.5 If the Issuer commences proceedings in connection with this Agreement, that shall not preclude the Issuer from commencing proceedings (Cwhether concurrently or not) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldanother jurisdiction.

Governing Law and Jurisdiction. (A) 21.1 This Agreement shall be governed by the laws of England and construed both Parties submit to the exclusive jurisdiction of the courts of England. 21.2 Where the Licensee is a government body or agency, a state-owned or controlled entity or an entity that is otherwise entitled to benefit from any immunity from suit or equivalent protections customarily or legally available to states or their representative bodies under the law of any jurisdiction it hereby: (a) consents generally in accordance with the internal laws Xxxxx Xxxxxxxx Xxx 0000 to the issue of any proceedings or to relief being given against it by way of injunction or order for specific performance or for the recovery of any property whatsoever, and to its property being subject to any process for the enforcement of any order or judgement or any process effected in the course of or as a result of any action in rem; and (b) irrevocably waives and shall not claim immunity from suits and proceedings and from all forms of execution or attachment (including attachment prior to judgement and attachment in aid of execution) to which it or its property is now or may hereafter become entitled in accordance with the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before jurisdiction and declares that any other court of competent jurisdiction, that the courts of the State of New York such waiver shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, be effective to the fullest extent permitted by applicable lawsuch laws. SCHEDULE 1 LICENSED DATA Third Party Data LBMA PGM Prices: Auction commentary and pricing data including volumes, quotations and other information relating to the London Bullion Market Association (LBMA) Palladium and LBMA Platinum Prices administered by the LME, in conjunction with respect the LBMA Trade Marks to itself the extent permitted under and its revenues and assets (irrespective in accordance with this Agreement, including the supplementary terms set out in Schedule 1, Appendix 1. For the purposes of their use or intended use)the Agreement, all immunity Licensed Data shall be as specified on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), Order Form and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled updated as approved in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement writing by the Custodian, including acting on any Instructions, are subject LME from time to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.time. APPENDIX 1

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, enforced under and construed in accordance with the internal laws (and not the laws of conflict) the State of Delaware, without giving effect to any choice or conflict of law provision or rule thereof. Each of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice parties hereto hereby irrevocably and unconditionally consents to submit to the right exclusive jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear Delaware and determine of the United States of America in each case located in the County of Delaware for any suit, action or proceeding, and to settle any disputes, which may arise litigation arising out of or in connection with relating to this Agreement and, for such purposes, irrevocably submits and the transactions contemplated hereby (and agrees not to the non-exclusive jurisdiction of commence any litigation relating thereto except in such courts. (B) ), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.5 shall be effective service of process for any litigation brought against it in any such court. Each party of the parties hereto hereby irrevocably and unconditionally waives any objection it may have at any time to the laying of venue of any actions litigation arising out of this Agreement or proceedings brought the transactions contemplated hereby in a court the courts of the State of New York, Delaware or of the United States of America in each case located in the County of Delaware and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any claim such court that any such actions or proceedings have litigation brought in any such court has been brought in an inconvenient forum forum. Notwithstanding the foregoing, in the event that Parent and/or any of its Subsidiaries commence proceedings under the Bankruptcy Code, the Buyer and further waives the right Seller irrevocably and unconditionally consent to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, submit to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of the bankruptcy court in which such proceeding is commenced for any court, litigation arising out of or relating to this Agreement and the transactions contemplated thereby (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of agree not to commence any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings litigation relating thereto except in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedingsbankruptcy court). (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement shall be governed by THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE. (b) The Guarantor hereby irrevocably and construed unconditionally: (i) submits for itself and its property in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, legal action or proceeding, and proceeding relating to settle any disputes, which may arise out of or in connection with this Agreement andor for recognition and enforcement of any judgment in respect thereof, for such purposes, irrevocably submits to the non-exclusive general jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court Courts of the State of New YorkDelaware, the courts of the United States of America for the District of Delaware, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any claim objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such actions action or proceedings have been proceeding was brought in an inconvenient forum court and further waives agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor at the address set forth above or at such other address of which the Bank shall have been notified pursuant to Section 10 hereof; (iv) agrees that nothing herein shall affect the right to object that such court does not have jurisdiction over such party.effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (Cv) The Client irrevocably waives, to the fullest maximum extent permitted not prohibited by applicable law, with respect any right it may have to itself and its revenues and assets (irrespective of their use claim or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled recover in any actions legal action or proceedings in such courts, and irrevocably agrees, proceeding referred to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodiansubsection any special, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, exemplary or any Subcustodian punitive or Clearance System, is subject and (ii) as exist in the country in which the Property is heldconsequential damages.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, and construed in accordance with with, the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Laws of the State of New York shall have jurisdiction Delaware applicable to hear and determine any suit, action or proceeding, contracts executed in and to settle any disputes, which may arise be performed in that State. All Actions arising out of or in connection with relating to this Agreement andshall be heard and determined exclusively in any Delaware Chancery Court; provided, for that if jurisdiction is not then available in the Delaware Chancery Court, then any such purposes, legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submits submit to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time the aforesaid courts for themselves and with respect to their respective properties for the laying of venue purpose of any actions Action arising out of or proceedings relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in a the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the State parties further agrees that notice as provided herein shall constitute sufficient service of New Yorkprocess and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such actions court or proceedings have been from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suitforum, (ii) jurisdiction the venue of any court, such Action is improper or (iii) relief this Agreement, or the subject matter hereof, may not be enforced in or by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 17.1 This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) the Island of Jersey and the state of New York. The Client agrees parties hereby irrevocably agree for the exclusive benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Administrative Agent that the courts of the State Island of New York shall Jersey are to have exclusive jurisdiction (without prejudice to hear and determine any suit, action or proceeding, and Clauses 17.2 to 17.4) to settle any disputes, disputes which may arise out of or in connection with this Agreement andand that accordingly any suit, for action or proceeding arising out of or in connection with this Agreement (“Proceedings”) shall be brought in such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtscourt. 17.2 Nothing contained in this Agreement shall limit the right of the Administrative Agent to take Proceedings, serve process or seek the recognition or enforcement of a judgment or any similar or related matter against the Grantor in any convenient, suitable or competent jurisdiction nor shall the taking of any action in one or more jurisdiction preclude the taking of action in any other jurisdiction, whether concurrently or not. 17.3 The Grantor irrevocably waives (Band hereby irrevocably agrees not to raise) Each party hereto waives any objection which it may have at any time now or hereafter to the laying of the venue of any actions or proceedings brought Proceedings in a any such court of the State of New Yorkas referred to in this Clause, waives any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and further waives the any right it may have to object that such court does not have jurisdiction over such partyclaim for itself or its assets immunity from suit, execution, attachment or other legal process. (C) 17.4 The Client Grantor further hereby irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any agrees that a judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity Proceedings brought in any such actions or proceedings. (D) The Client hereby understands court as is referred to in this Clause shall be conclusive and agrees that binding upon the opening of, Grantor and may be enforced in the holding of all or any part of the Property in, and the delivery court of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldjurisdiction.

Governing Law and Jurisdiction. (Aa) This Agreement EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. (b) Any disputes arising under or in connection with this Agreement, other than an action brought to obtain injunctive relief in order to enforce the provisions of the Non-Interference Agreement, shall be governed resolved by final and construed binding arbitration before a single arbitrator as agreed upon between the Company and Executive in Wilmington, Delaware, under the Federal Arbitration Act, using the American Arbitration Association (the “AAA”) and in accordance with the internal laws (and not the laws of conflict) commercial arbitration rules of the state of New YorkAAA (the “Rules”) then in effect. The Client agrees for the benefit written decision of the Custodian andarbitrator, without prejudice which shall include findings of fact and conclusions of law, shall be final and binding upon the parties and in such form that judgment may be entered in and enforced by any court having jurisdiction over the parties. The arbitrator shall be entitled to award reasonable attorneys’ fees to the right prevailing party in any arbitration or judicial action under this Agreement, or in connection with any statutory claim under applicable law. Each party otherwise shall pay its own attorneys’ fees in any such arbitration; provided, however, that the Company shall pay for any administrative or filing fees, including the arbitrator’s fee, that Executive would not have otherwise incurred if the dispute was adjudicated in a court of law, rather than through arbitration. Nothing in this Agreement shall prevent Executive or the Custodian to take any proceedings in relation hereto before any other Company from seeking, from a court of competent jurisdiction, that temporary restraining orders or preliminary injunctions, without the courts necessity of posting a bond, to require or prevent certain acts or events (“Temporary Injunctive Relief”) in cases in which such Temporary Injunctive Relief would otherwise be authorized by law, and such court shall be entitled to award reasonable attorneys’ fees to the prevailing party in any such action under this Agreement. In such cases where Temporary Injunctive Relief is sought, the trial on the merits of the State of New York shall have jurisdiction to hear and determine any suit, action or proceedingwill occur in front of, and will be decided by, the arbitrator, who will have the same ability to settle any disputes, which may arise out of order legal or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in equitable remedies as could a court of general jurisdiction. This arbitration provision recognizes the State rights and responsibilities of New Yorkgovernment agencies, waives any claim that such actions or proceedings have been brought in an inconvenient forum including but not limited to, the Equal Employment Opportunity Commission and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waivesstate agencies, to enforce the fullest extent permitted by applicable law, with respect statutes which come under their jurisdiction. This Agreement is not intended to itself and its revenues and assets (irrespective of their use prevent Executive from initiating or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled participating in any actions investigation or proceedings proceeding conducted by these government agencies. Nothing in such courts, this arbitration provision is intended to limit any right Executive may have to file a charge with or obtain relief from the National Labor Relations Board or to file a claim for workers’ compensation benefits and irrevocably agrees, to unemployment compensation benefit with the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby appropriate government agency. Executive understands and agrees that the opening ofany such arbitration shall be conducted on an individual basis only, the holding of all or any part of the Property innot a class basis, and the delivery of Executive hereby waives any Securities and other Property right to bring classwide claims before any arbitrator or from, the Custody Account and Custody Cash Account and the performance of in any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldforum. THE COMPANY AND EXECUTIVE UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES EACH IS WAIVING ANY RIGHT TO A JURY TRIAL.

Governing Law and Jurisdiction. (A) This Agreement Guarantee and any non-contractual obligations arising out of or in connection with this Guarantee shall be governed by by, and construed in accordance with the internal laws (and not the laws of conflict) of the state of New Yorkwith, English law. The Client Guarantor irrevocably agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, each Relevant Account Holder that the courts of the State of New York shall England are to have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits Guarantee (including a dispute relating to the any non-exclusive jurisdiction contractual obligations arising out of such courts. or in connection with this Guarantee) and that accordingly any suit, action or proceedings (Btogether referred to as “Proceedings”) Each party hereto arising out of or in connection with this Guarantee (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Guarantee) may be brought in the courts of England. The Guarantor irrevocably waives any objection which it may have at any time now or hereafter to the laying of the venue of any actions or proceedings Proceedings in the courts of England, irrevocably agrees that a final judgment in any Proceedings brought in a the courts of England shall be conclusive and binding upon the Guarantor and irrevocably waives any objection to the enforcement of that judgment in the courts of any other jurisdiction. Nothing contained in this Clause shall limit any right to take Proceedings against the Guarantor in any other court of competent jurisdiction, nor shall the State taking of New YorkProceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, waives any claim that such actions whether concurrently or proceedings have been brought not. The Guarantor has appointed Securitas Services Holding UK Limited at its registered office at St Xxxxx House, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X0 0XX as its agent for service of process in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with England in respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way Proceedings and undertakes that in the event of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment it ceasing so to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that act it will not claim such immunity in any such actions or proceedingsappoint another person as its agent for that purpose. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 18.1 This Agreement and every agreement for the issue and purchase of Notes as referred to in Clause 2 shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. England. 18.2 The Client Issuer hereby irrevocably agrees for the exclusive benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Dealers that the courts of the State of New York shall England are to have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement andand that accordingly any suit, for such purposes, irrevocably submits action or proceedings (together referred to the non-exclusive jurisdiction as Proceedings) arising out of or in connection with this Agreement may be brought in such courts. (B) Each party hereto . The Issuer hereby irrevocably waives any objection which it may have at any time to the laying of the venue of any actions or proceedings brought Proceedings in a court of the State of New York, waives any such courts and any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and hereby further waives irrevocably agrees that a judgment in any Proceedings brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Nothing contained herein shall limit any right to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. The Issuer hereby appoints PepsiCo International Limited at its registered office for the time being at the date hereof 0 Xxx Xxxx, Xxxxxxxx, Xxxxxx, XX0 0XX, Xxxxxxx (Attention: Division Counsel) as its agent for service of process and agrees that, in the event of PepsiCo International Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent serve process in any other manner permitted by applicable law, . The Issuer hereby irrevocably and unconditionally waives with respect to itself this Agreement any right to claim immunity from jurisdiction or execution and its revenues any similar defence and assets irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of their its use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before judgment made or after judgment), and (v) execution or enforcement of given in connection with any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedingsProceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws Spanish common law (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceedingDerecho español común), and to settle any disputes, which may arise dispute arising out of or in connection with this Agreement andshall be referred to the jurisdiction of the Courts of Barcelona. Unless stipulated otherwise, CaixaBank’s registered office shall be the place of business of CaixaBank’s obligations towards the Customer and the Customer’s obligations towards CaixaBank. The Customer irrevocably: i. agrees for such purposesour benefit that the courts of Barcelona shall have jurisdiction to determine any suit, action or other proceedings relating to this Agreement and irrevocably submits to the non-exclusive jurisdiction of such courts.courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); (B) Each party hereto ii. waives any objection which it may have at any time to the laying of venue of any actions or proceedings brought in a any such court of the State of New York, waives any and agrees not to claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object or that such court does not have jurisdiction over such party.it; and (C) The Client irrevocably waives, iii. waives to the fullest extent permitted by applicable lawlaws, with respect to itself yourself and its revenues your revenue and assets (irrespective of their use or intended use), ) all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any courtcourts, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), ) and (v) execution or enforcement of any judgment to which it you or its your revenues or assets might otherwise be entitled in any actions or proceedings in such courts, the courts of any jurisdiction and irrevocably agrees, to the fullest extent permitted by applicable law, agree that it you will not claim such any immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed in all respects, including validity, interpretation and effect, by and construed in accordance with the internal laws (and not the laws of conflict) the Ceding Company Domiciliary State, without regard to principles of conflicts of law thereof that would result in the application of the state laws of New Yorka different jurisdiction. The Client agrees for Except as contemplated in the benefit definition of Unamortized Portion of the Custodian andCeding Commission and Section 4.8(b), without prejudice to the right each of the Custodian to take Parties agree that any proceedings and all Actions relating to, arising out of or in relation hereto before connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other court of competent jurisdictionParty or its successors or assigns, that shall be brought and determined exclusively in the courts of the State of New York shall have jurisdiction to hear and determine any suitlocated in the Borough of Manhattan, action the City of New York or proceeding, and to settle any disputes, which may arise out in the courts of the United States of America for the Southern District of New York. Each of the Parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 10.1, or in such other manner as may be permitted by Applicable Laws, will be valid and sufficient service thereof. Each of the Parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement andor any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue recognition and enforcement of any actions or proceedings brought judgment in a court respect of this Agreement and the State of New York, waives rights and obligations arising hereunder (a) any claim that such actions it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or proceedings have been brought in an inconvenient forum and further waives the right to object that its property is exempt or immune from jurisdiction of any such court does not have jurisdiction over or from any legal process commenced in such party. courts (Cwhether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) The Client irrevocably waives, and (c) to the fullest extent permitted by applicable lawApplicable Law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from any claim that (i) suitthe Action in such court is brought in an inconvenient forum, (ii) jurisdiction the venue of any court, such Action is improper or (iii) relief this Agreement, or the subject matter hereof, may not be enforced in or by way such courts. In order to facilitate the comprehensive resolution of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment)related disputes, and (v) execution or enforcement upon request of any judgment Party to which it any Action, the court may consolidate the Action with any other Action relating to this Agreement, the Master Transaction Agreement or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, other Ancillary Agreement and irrevocably agrees, the Parties hereby agree not to oppose any request by the fullest extent permitted by applicable law, that it will not claim such immunity in other Party to consolidate any such actions or proceedings. (D) The Client hereby understands and agrees that the opening ofAction with another Action relating to this Agreement, the holding of all Master Transaction Agreement or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldAncillary Agreement.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) the state and country of the state place of New Yorkincorporation of the XXXXXX XXXXX contracting entity stated in the signing page of this MSA or Service Order without regard to any conflicts of law principles. The Client agrees for the benefit of the Custodian and, without prejudice Parties hereby agree to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits submit to the non-exclusive jurisdiction of such courts. (B) Each party hereto the courts of the state and country of the place of incorporation of the XXXXXX XXXXX contracting entity. Customer agrees that service of process in any action or proceeding shall be deemed sufficient if mailed, first class, postage prepaid, to Customer at the address set forth herein, as the same may be changed in accordance with Clause 14.6 below. Customer further agrees that those courts are the most appropriate and convenient courts to settle any disputes arising from this Agreement and accordingly will not argue to the contrary. Accordingly, the Customer irrevocably waives any objection it may now or in the future have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New Yorkproceedings, waives and any claim it may now or in the future may have that such actions or any proceedings have been brought in an inconvenient forum and further waives forum, where that venue falls within those courts stated herein. The Parties agree that the right choice of jurisdiction herein is solely for the benefit of XXXXXX XXXXX contracting entity only. As a result, XXXXXX XXXXX contracting entity shall not be prevented from taking proceedings relating to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to a dispute under this Agreement in any other courts with jurisdiction. To the fullest extent permitted allowed by applicable law, XXXXXX XXXXX contracting entity may take concurrent proceedings in any number of jurisdictions. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to itself and its revenues and assets (irrespective or arising out of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled this Agreement in any actions jurisdiction other than that specified in this paragraph. Any final judgment rendered against a party in any action or proceedings in such courts, and irrevocably agrees, proceeding shall be conclusive as to the fullest extent permitted by applicable law, that it will not claim subject of such immunity final judgment and may be enforced in other jurisdictions in any such actions or proceedings. (D) The Client hereby understands and agrees manner provided by law. Customer acknowledges that the opening of, the holding of all or any part of the Property in, this Agreement and the delivery obligations contemplated hereby are commercial in nature and hereby expressly waives any claim of any Securities and sovereign immunity or other Property to defences it may have in its capacity as a governmental or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.quasi-governmental agency

Governing Law and Jurisdiction. (A) This Agreement shall and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, without regard to any conflict of laws principles which would have the effect of applying the laws of any other jurisdiction. Any judicial proceeding brought by or against any Grantor with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Grantor accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Grantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 of the Credit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Collateral Agent’s option, by service upon Borrowing Agent which each Grantor irrevocably appoints as such Grantor’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by Applicable Law or shall limit the right of Collateral Agent or any Lender to bring proceedings against any Grantor in the courts of any other jurisdiction. Each Grantor waives any claim that such actions objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceedings have been brought in an inconvenient venue or based upon forum and further non conveniens. Each Grantor waives the right to object that remove any judicial proceeding brought against such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled Grantor in any actions state court to any federal court. Any judicial proceeding by any Grantor against Collateral Agent or proceedings in such courtsany Lender involving, and irrevocably agreesdirectly or indirectly, to the fullest extent permitted by applicable law, that it will not any matter or claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening way arising out of, the holding of all related to or connected with this Agreement or any part of the Property inrelated agreement, and the delivery of any Securities and other Property to shall be brought only in a federal or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist state court located in the country in which the Property is heldCounty of New York, State of New York.

Governing Law and Jurisdiction. (A) This Agreement shall and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, without regard to any conflict of laws principles which would have the effect of applying the laws of any other jurisdiction. Any judicial proceeding brought by or against any Grantor with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Grantor accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Grantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 of the Credit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Collateral Agent’s option, by service upon Borrowing Agent which each Grantor irrevocably appoints as such Grantor’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by Applicable Law or shall limit the right of Collateral Agent or any Secured Party to bring proceedings against Grantor or any Guarantor in the courts of any other jurisdiction. Each Grantor waives any claim that such actions objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceedings have been brought in an inconvenient venue or based upon forum and further non conveniens. Each Grantor waives the right to object that remove any judicial proceeding brought against such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled Grantor in any actions state court to any federal court. Any judicial proceeding by any Grantor against Collateral Agent or proceedings in such courtsany Secured Party involving, and irrevocably agreesdirectly or indirectly, to the fullest extent permitted by applicable law, that it will not any matter or claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening way arising out of, the holding of all related to or connected with this Agreement or any part of the Property inrelated agreement, and the delivery of any Securities and other Property to shall be brought only in a federal or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist state court located in the country in which the Property is heldCounty of New York, State of New York.

Governing Law and Jurisdiction. (A) ‌ 20.1 This Agreement shall be and any non-contractual obligation arising out of or in connection with it are governed by and shall be construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for English law. 20.2 For the benefit of the Custodian andAccount Bank only, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise disputes arising out of or in connection with this Agreement and, for such purposes, irrevocably submits (including any dispute relating to the existence, validity or termination of this Agreement, or any non-contractual obligation arising out of or in connection with this Agreement, or the consequences of the nullity of this Agreement), and the Parties irrevocably submit to the exclusive jurisdiction of such courts. The Parties agree that delivery or mailing of any process or other papers in any manner provided in Clause 18 (Notices) (other than email), or in such other matter as may be permitted by law, shall be valid and sufficient service thereof. To the extent allowed by law, the Account Bank may take:‌ (a) proceedings in any other court; and (b) concurrent proceedings in any number of jurisdictions. 20.3 If a provision of this Agreement or Instruction is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the respective Instruction, as the case may be. 20.4 This Agreement and any Instruction may be executed in any number of counterparts, each having the same effect as if the signatures on the counterparts were on a single copy of this Agreement or such Instruction, as the case may be. 20.5 A person who is not party to this Agreement may not enforce its terms under the Contracts (BRights of Third Parties) Xxx 0000. Further, notwithstanding any term of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement, and any such variation, waiver or termination may be made without regard for the interests of any third party. The Issuer agrees that no third party may rely on this Agreement to any extent whatsoever. 20.6 Each party Party hereto waives any objection it may have at any time time, to the laying of venue of any actions or proceedings brought in a any court of the State of New Yorkspecified in Clause 20.2 hereof, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 21.1 This Agreement shall be construed, interpreted, enforced and governed by and under the laws of the State of Delaware without regard to its choice of law rules, provided however that matters of Jersey law (including for avoidance of doubt matters concerning the fiduciary duties of the Company Directors), the Scheme (or Jersey Merger, as the case may be), shall be implemented subject to and in accordance with the procedural requirements as per the Laws applicable in Jersey and shall be subject to the exclusive jurisdiction of the Court. Notwithstanding the foregoing, any action (whether at law, in contract or in tort) or proceeding involving any Financing Source (including any Alternative Financing) that may be based upon, arise out of or relate to the Debt Financing or the negotiation, execution or performance of any document (including Debt Financing Commitments) in connection therewith (other than any determinations thereunder as to (x) the accuracy of any representations and warranties made by or on behalf of the Company and its Subsidiaries in this Agreement and whether as a result of any inaccuracy thereof the Acquirer or any of its Subsidiaries that is a party to this Agreement can terminate its obligations under this Agreement or not consummate the Acquisition, (y) the determination of whether the Acquisition has been consummated in accordance with the terms of this Agreement and (z) the interpretation of the definition of “Company Material Adverse Effect” or “Acquirer Material Adverse Effect” and whether a Company Material Adverse Effect or Acquirer Material Adverse Effect (as defined in Schedule 3) has occurred; each of (x) through (z) shall be governed by and construed in accordance with the internal laws (of the State of Delaware) shall be governed by and not construed in accordance with the laws of conflict) of the state of New York. The Client agrees for York without regard to principles of conflicts of law which would require the benefit application of the Custodian andlaws of another jurisdiction. 21.2 Except as set forth in Clause 21.1 with respect to matters within the jurisdiction of the Court, without prejudice each of the parties hereto hereby irrevocably submits to the right sole and exclusive jurisdiction of the Custodian to take any proceedings in relation hereto before any other court Court of competent jurisdiction, that the courts Chancery of the State of New York shall Delaware, or to the extent such court does not have jurisdiction subject matter jurisdiction, any federal court sitting in the State of Delaware, with regard to hear and determine any suit, action or proceedingproceeding hereunder, for itself and in respect of its property, generally and unconditionally, agrees that it will not bring any action relating to settle any disputes, which may arise out of or in connection with this Agreement andin any court other than the aforesaid courts, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions such litigation in the aforesaid courts and agrees not to plead or proceedings claim in any aforesaid court that such litigation brought therein has been brought in a court any inconvenient forum. Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing Commitments, or any of the transactions contemplated hereby or thereby, including, without limitation, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, waives any claim that such actions or proceedings have been brought County of New York, or, if under applicable law exclusive jurisdiction is vested in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyfederal courts, the United States District Court for the Southern District of New York (and, in each case, the appellate courts thereof). 21.3 TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (C) The Client irrevocably waivesWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING ANY ISSUE, ACTION OR PROCEEDING AGAINST ANY FINANCING SOURCE OR ARISING OUT OF OR IN CONNECTION WITH THE DEBT FINANCING), IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. Any party to this Agreement or any Financing Source may file an original counterpart or a copy of this Clause 21.3 with any court as written evidence of the consent of the parties to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective waiver of their use or intended use), all immunity rights to trial by jury. This Agreement has been entered into on the grounds date stated at the beginning of sovereignty or similar grounds from (i) suitit. ATOTECH LIMITED By: /s/ Xxxxxxxx Wild Name: Xxxxxxxx Wild Title: Chief Executive Officer for and on behalf of MKS INSTRUMENTS, (ii) jurisdiction of any court, (iii) relief INC. Signed by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), /s/ Xxxx X.X. Xxx Xxxx X.X. Xxx President and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.Chief Executive Officer

Governing Law and Jurisdiction. (A) This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction applicable to hear and determine any suit, action or proceeding, agreements made and to settle any disputes, which may arise out of or be performed in connection with this Agreement and, for such purposes, irrevocably state. The Company hereby submits to the non-exclusive jurisdiction of such courts. the federal and state courts in the Borough of Manhattan in the City of New York (Bthe “New York Courts”) Each party hereto in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection it may have at any time to the laying of venue of any actions suit or proceedings brought proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in a the New York Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any such court of the State of New York, waives that any claim that such actions suit or proceedings have proceeding in any such court has been brought in an inconvenient forum forum. The Company irrevocably appoints Cogency Global Inc., as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 15(b), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further waives agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the right to object that such court does not have jurisdiction over such party. (C) date of this Agreement. The Client Company irrevocably waives, to the fullest extent permitted by applicable law, with respect any and all rights to itself and its revenues and assets trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company has or hereafter may acquire any immunity (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds otherwise) from (i) suit, (ii) the jurisdiction of any court, (iii) relief by way of injunction, order for specific performance court or for recovery of property, (iv) attachment of from any legal process with respect to itself or its property and assets (whether before through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or after judgmentotherwise), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and the Company hereby irrevocably agreeswaives, to the fullest extent permitted by applicable law, that it will not claim such immunity in respect of any such actions suit, action or proceedingsproceeding. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall be governed by and construed in accordance with the internal laws (and not of the Province of Ontario, without regard to any conflict of laws principles which would have the effect of applying the laws of conflict) any other jurisdiction. Any judicial proceeding brought against any Grantor with respect to any of the state of New York. The Client agrees for Obligations, this Agreement, the benefit of the Custodian and, without prejudice to the right of the Custodian to take Other Documents or any proceedings related agreement may be brought in relation hereto before any other court of competent jurisdiction, that the courts of jurisdiction in the State of New York shall have jurisdiction to hear York, United States of America, the Province of Ontario, Canada, or any other province or territory in Canada as the Collateral Agent may determine appropriate, and, by execution and determine any suitdelivery of this Agreement, action or proceeding, each Grantor accepts for itself and to settle any disputes, which may arise out of or in connection with this Agreement andits properties, for such purposesgenerally and unconditionally, irrevocably submits to the non-exclusive jurisdiction of such the aforesaid courts. (B) , and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereto Grantor hereby waives any objection it may have at any time to the laying of venue personal service of any actions and all process upon it and consents that all such service of process may be made by certified or proceedings brought registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in a court Section i 6.6 of the Credit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America or Canada, or, at Collateral Agent’s option, by service upon Borrowing Agent which each Grantor irrevocably appoints as such Grantor’s agent for the purpose of accepting service within the State of New York, . Nothing herein shall affect the right to serve process in any manner permitted by Applicable Law or shall limit the right of Collateral Agent or any Lender to bring proceedings against any Granter in the courts of any other jurisdiction. Each Granter waives any claim that such actions objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceedings have been brought in an inconvenient venue or based upon forum and further non conveniens. Each Grantor waives the right to object that remove any judicial proceeding brought against such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled Grantor in any actions state court or proceedings provincial or territorial court in such courtsCanada to any federal court. Any judicial proceeding by any Grantor against Collateral Agent or any Lender involving, and irrevocably agreesdirectly or indirectly, to the fullest extent permitted by applicable law, that it will not any matter or claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening way arising out of, related to or connected with any of the holding of all Obligations, this Agreement, the Other Documents or any part of the Property inrelated agreement, and the delivery of any Securities and other Property to shall be brought only in a federal or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist state court located in the country State of New York or a court in which the Property is heldProvince of Ontario, Canada.

Governing Law and Jurisdiction. (A) 47.1 This Agreement and its negotiation, execution, performance or non-performance, interpretation, termination, construction and all claims or causes of action (whether in contract, in tort, at law, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Agreement or as an inducement to enter this Agreement), shall be exclusively governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have Delaware regardless of laws that might otherwise govern under any applicable conflict of laws principles. 47.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the Delaware courts in relation to hear and determine any suitall matters, action whether contractual or proceedingnon-contractual, and to settle any disputes, which may arise arising out of or in connection with this Agreement andor its negotiation, for existence, validity or enforceability. Any Proceeding concerning such purposesmatters shall be brought only in the Delaware courts. Each Party hereby waives (and agrees not to raise) any objection, irrevocably submits on the ground of forum non conveniens or on any other ground, to the non-exclusive jurisdiction taking of such Proceedings in the Delaware courts. (B) 47.3 Each party hereto waives any objection Party undertakes not to contest the enforcement against it may have at any time to the laying of venue of any actions or proceedings brought in a court judgment of the State of New York, waives any claim Delaware courts in Proceedings on the ground that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does those courts did not have jurisdiction over such party. (C) it. [The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity signatures follow on the grounds next page.] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. IN WITNESS of sovereignty or similar grounds from (i) suit, (ii) jurisdiction which each Party has caused this Commercial Manufacturing and Supply Agreement in respect of any court, (iii) relief Tapinarof to be duly executed by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether duly authorised representative in a manner binding upon it on the day and year first before or after judgmentwritten. [The Schedules follow the signatures.] ), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) ‌ 21.1 This Agreement shall be governed by and construed in accordance with the internal laws (and not English laws. 21.2 In the laws event of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise a dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits relating to the Agreement, the Client irrevocably agrees that these parties to the Agreement shall first seek settlement of that dispute with the Company under the dispute resolution mechanism set out in a Clause 23. 21.3 If the dispute is not settled in accordance with the Clause 21.2 above, either party may commence arbitration in accordance with Clause 21.4 below. 21.4 Any dispute, controversy, difference or claim arising out of or relating to the Operative Agreements (including, without limitation, the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-exclusive jurisdiction contractual obligations arising out of such courtsor relating to them) will be referred to and finally resolved by arbitration administered by the Arbitration and Mediation Center of the Mauritius Chamber of Commerce and Industry ("MARC") under the MARC Arbitration Rules in force when the request for arbitration is submitted ("MARC Rules"): a) The number of arbitrators will be one (1). This sole arbitrator will be appointed by the MARC following the MARC rules. (Bb) Each party hereto waives any objection it may have at any time The seat and venue of arbitration will be Port Louis, Mauritius. c) The arbitration proceedings will be conducted in English. d) The provisions of the First Schedule to the laying of venue of any actions or proceedings brought in a court of Mauritius International Arbitration Act 2008 will apply to the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyarbitration. (C) 21.5 The Client irrevocably waives, waives to the fullest extent permitted by applicable law, with respect to itself the Client and its the Client’s revenues and assets (irrespective of their use or intended use), all immunity on the (including but not limited to grounds of sovereignty for diplomatic immunity or other similar grounds grounds) from (ia) suitsuit or arbitral proceedings, (iib) the jurisdiction of any courtcourts, (iiic) relief by way of injunction, order for specific performance performance, or for recovery of property, (ivd) attachment of its their assets (whether obtained before or after judgment), ) and (ve) the execution or enforcement of any judgment to which it the Client or its the Client's revenues or assets might otherwise be entitled the subject matter in any actions or proceedings in such courts, the courts of any jurisdiction and irrevocably agrees, agrees to the fullest extent permitted by any applicable law, law that it the Client will not claim any such immunity in any proceedings. The Client consents generally in respect of any proceedings to the provision of any relief or the initiation of any process in connection with such actions proceedings, including, without limitation, the making, enforcement, or execution against any property whatsoever of any order or judgment which may be made or given in such proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Except to the extent governed by the Bankruptcy Code, this Agreement shall will be governed by and be construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Laws of the State of New York Delaware, without regard however to the conflicts of laws principles thereof. Without limiting any party’s right to appeal any Order of the Bankruptcy Court, (a) the Bankruptcy Court shall have retain exclusive jurisdiction to hear enforce the terms of this Agreement and determine to decide any suitclaims or disputes that may arise or result from, action or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, including, but not limited to, the assumption and assignment of the Transferred Contracts and (b) any and all legal proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations pursuant to Section 12.3 hereto. To the extent not prohibited by applicable Law or Bankruptcy Court rule, each party hereby waives and agrees not to assert, by way of motion, as a defense or otherwise in any such proceeding, and any claim (i) that it is not subject to settle the jurisdiction of the Bankruptcy Court, (ii) that the proceeding is brought in an inconvenient forum, (iii) that it is immune from any disputeslegal process with respect to itself or its property, which (iv) that the venue of the proceeding is improper or (v) that this Agreement or the subject matter hereof or thereof may arise not be enforced in or by such court. Each of the parties hereto hereby (a) irrevocably submits with regard to any such legal proceeding to the exclusive personal jurisdiction of the Bankruptcy Court in the event any dispute arises out of or in connection with this Agreement andor any transaction contemplated hereby, for such purposesincluding, irrevocably submits to but not limited to, the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court assumption and assignment of the State of New YorkTransferred Contracts, waives any claim (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Bankruptcy Court or that such actions or proceedings have been action is brought in an inconvenient forum and further waives (c) agrees that it shall not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the right to object Bankruptcy Court; provided, that, a party may commence any action or proceeding in a court other than the Bankruptcy Court solely for the purpose of enforcing an order or judgment issued by the Bankruptcy Court. The parties waive personal service of any and all process on each of them and consent that all such court does not have jurisdiction over such party. (C) The Client irrevocably waivesservice of process shall be made in the manner, to the fullest extent permitted by applicable law, with respect to itself party and its revenues and assets (irrespective at the address set forth in Section 12.3 of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment)this Agreement, and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise service so made shall be entitled in any actions or proceedings complete as stated in such courtsSection 12.3. EACH PARTY HEREBY WAIVES, and irrevocably agreesTO THE FULLEST EXTENT PERMITTED BY LAW, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedingsANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. 27.1 This Deed (Aincluding any non-contractual obligations or liabilities arising out of it or in connection with it) This Agreement shall be is governed by and is to be construed in accordance with Australian law; provided, that in the internal laws (and not event that the laws of conflict) Australia shall be inconsistent in any material respect with regard to limiting the enforceability of the state Obligations and the Rights of New York. The Client Elegance under this Agreement, the court referred to below may apply the law of the State of California to resolve any Dispute. 27.2 Each party irrevocably agrees that: (a) for the exclusive benefit of the Custodian andElegance, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall California, United States have exclusive jurisdiction to hear and determine any suit, action or proceeding, Proceedings and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, Disputes and each party irrevocably submits to the non-exclusive jurisdiction of such courtsthe United States District Court of the Southern District of California, sitting in Los Angeles California (the “Court”); (b) By his execution of this Agreement, the Company Shareholder, a resident of Los Angeles, California, agrees to accept on behalf of himself and the Company service of process at the executive offices of the Company located in Beverly Hills, California. (Bc) Each party hereto any judgment in Proceedings taken in the Court shall be conclusive and binding on it and may be enforced in any other jurisdiction. 27.3 Nothing in this Clause 27 shall limit Elegance’s right to take Proceedings against the Company or the Company Shareholder in any other jurisdiction or in more than one jurisdiction concurrently (to the extent allowed by law). 27.4 The Company and the Company Shareholder also irrevocably waives (and irrevocably agrees not to raise) any objection which it may have might at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds ground of sovereignty forum non conveniens or similar grounds from (i) suit, (ii) jurisdiction of on any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment)other ground to Proceedings being taken in any court referred to in this Clause 27, and (v) execution or enforcement of agrees that any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity Proceedings taken in any such actions court shall be conclusive and binding on it and may be enforced in any other jurisdiction. Australian Boutique Spirits Pty Ltd., 600 common or proceedings. ordinary shares Amit Rxx Xxxx. Company number: CAN 625 701 420 Australian Boutique Spirits Pty Ltd. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.“Company”)

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with with, the internal substantive laws (and not the laws of conflict) of the state of New YorkConnecticut. The Client agrees for Xxxxxx and Xxxxxx agree that the benefit execution and delivery of this Agreement, as well as the performance of any obligations required hereunder, shall constitute the transaction of business in the state of the Custodian andConnecticut. Xxxxxx and Xxxxxx acknowledge that, without prejudice by virtue of transacting business in the state of Connecticut, both the Broker and the Lender shall be subject to the right personal jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State state of New York shall have jurisdiction to hear and determine Connecticut in any suit, action or proceeding, and to settle any disputes, which may arise proceeding arising out of this Agreement. Xxxxxx acknowledges that, if the Broker does not maintain an office in the state of Connecticut and does not already have a registered agent in the state of Connecticut, the Broker appoints the Connecticut Secretary of State as its attorney and agrees that any process in any case or controversy arising under or in connection with this Agreement may be served upon the Connecticut Secretary of State and such service of process shall have the same validity as if served upon the Broker personally. Notwithstanding the foregoing, the Broker and the Lender agree to submit to personal jurisdiction in the state of Connecticut in any action or proceeding arising out of this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction in furtherance of such courts. (B) Each party hereto waives any objection it may have at any time to agreement, the laying Broker and the Lender hereby agree and consent that, without limiting other methods of venue of any actions or proceedings brought in a court of the State of New Yorkobtaining jurisdiction, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have personal jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself Broker and its revenues and assets (irrespective of their use the Lender may be obtained within or intended use), all immunity on without the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtcourt located in Connecticut and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Broker or the Lender by registered mail to or by personal service as the last known address of the Broker or the Lender, (iii) relief by way of injunction, order for specific performance whether such address be within or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement without the jurisdiction of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) court. The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, Broker and the delivery Lender agree that any appropriate state or federal district court located in the state of Connecticut shall have exclusive jurisdiction over any Securities and other Property to case or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated controversy arising under or in connection with this Agreement by and shall be the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country proper forum in which the Property is heldto adjudicate such case or controversy.

Governing Law and Jurisdiction. (A) This Agreement The following provisions shall not apply in place of the provisions of Clause 12: 12.1 These terms shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) of the state State of New York. The Client agrees for the benefit York without giving effect to conflict of the Custodian andlaw provisions. 12.2 With respect to any Proceedings, without prejudice each Party irrevocably (i) submits to the right non-exclusive jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, the United States District Court located in the Borough of Manhattan in New York City and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (Bii) Each party hereto waives any objection which it may have at any time to the laying of venue of any actions or proceedings Proceedings brought in a any such court of the State of New York, waives any and agrees not to claim that such actions or proceedings Proceedings have been brought in an any inconvenient forum and further waives the right to object or that such court does not have jurisdiction over such partyParty. (C) The Client 12.3 Each party irrevocably waives, waives to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on of the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any courtcourts, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), judgement) and (v) execution or enforcement of any judgment judgement to which it or its revenues or assets might otherwise be entitled in any actions or proceedings Proceedings in such courts, the courts of any jurisdiction and irrevocably agrees, agrees to the fullest extent permitted by applicable law, law that it will not claim any such immunity in any Proceedings. Each Party consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such actions Proceedings, including, without limitation, the making enforcement or proceedingsexecution against any property whatsoever of any order or judgement which may be made or given in such Proceedings. (D) The Client 12.4 Each Party hereby understands irrevocably waives any and agrees that the opening of, the holding of all or right to trial by jury in any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldProceedings.

Governing Law and Jurisdiction. (Aa) This Agreement Guaranty and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Guaranty and the transactions contemplated hereby and thereby shall be governed by by, and construed in accordance with with, the internal laws (and not the laws of conflict) law of the state State of New York. The Client . (b) Guarantor hereby irrevocably and unconditionally agrees for that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the benefit of Administrative Agent, any Lender or the Custodian andIssuing Bank in any way relating to this Guaranty or the transactions relating hereto or thereto, without prejudice to the right of the Custodian to take in any proceedings in relation hereto before any forum other court of competent jurisdiction, that than the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceedingsitting in New York County, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State United States District Court of the Southern District of New York, waives and any claim appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such actions action, litigation or proceedings have been brought proceeding may be heard and determined in an inconvenient forum and further waives the right to object that such New York State court does not have jurisdiction over such party. (C) The Client irrevocably waivesor, to the fullest extent permitted by applicable law, with respect to itself in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and its revenues and assets (irrespective of their use or intended use), all immunity may be enforced in other jurisdictions by suit on the grounds of sovereignty judgment or similar grounds from (i) suitin any other manner provided by law. Nothing in this Guaranty shall affect any right that the Administrative Agent, (ii) jurisdiction any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the courts of any courtjurisdiction. (c) Guarantor hereby irrevocably and unconditionally WAIVES, (iii) relief by way to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement venue of any judgment action or proceeding arising out of or relating to which it or its revenues or assets might otherwise be entitled this Guaranty in any actions or proceedings court referred to in such courts, and paragraph (b) of this Section. Guarantor hereby irrevocably agreesWAIVES, to the fullest extent permitted by applicable law, that it will not claim the defense of an inconvenient forum to the maintenance of such immunity action or proceeding in any such actions or proceedingscourt. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed and enforced in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction Delaware applicable to hear and determine any suit, action or proceeding, agreements made and to settle be performed within that state. Each party hereby irrevocably and unconditionally consents to submit to personal jurisdiction and venue in any disputesfederal or state courts located in (or having jurisdiction over) the state of Delaware for any action, which may arise suit or proceeding arising out of or this Agreement; provided, however, that any action involving any equitable claim will be brought exclusively in connection with this Agreement andthe Delaware Court of Chancery. As provided above, for such purposes, each party hereby irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto and unconditionally waives any objection it may have at any time to the laying of venue of any actions action, suit or proceedings proceeding arising out of this Agreement in any federal or state courts located in (or having jurisdiction over) the state of Delaware, and hereby further irrevocably and unconditionally waives its right and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in a any such court of the State of New York, waives any claim that such actions or proceedings have has been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyforum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LETTER AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS PARAGRAPH. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement The following provisions shall not apply in place of the provisions of Clause 12: 12.1 These terms shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) of the state State of New York. The Client agrees for the benefit York without giving effect to conflict of the Custodian andlaw provisions. 12.2 With respect to any Proceedings, without prejudice each Party irrevocably (i) submits to the right non-exclusive jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, the United States District Court located in the Borough of Manhattan in New York City and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (Bii) Each party hereto waives any objection which it may have at any time to the laying of venue of any actions or proceedings Proceedings brought in a any such court of the State of New York, waives any and agrees not to claim that such actions or proceedings Proceedings have been brought in an any inconvenient forum and further waives the right to object or that such court does not have jurisdiction over such partyParty. (C) The Client 12.3 Each party irrevocably waives, waives to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended useus), all immunity on of the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any courtcourts, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), judgement) and (v) execution or enforcement of any judgment judgement to which it or its revenues or assets might otherwise be entitled in any actions or proceedings Proceedings in such courts, the courts of any jurisdiction and irrevocably agrees, agrees to the fullest extent permitted by applicable law, law that it will not claim any such immunity in any Proceedings. Each Party consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such actions Proceedings, including, without limitation, the making enforcement or proceedingsexecution against any property whatsoever of any order or judgement which may be made or given in such Proceedings. (D) The Client 12.4 Each Party hereby understands irrevocably waives any and agrees that the opening of, the holding of all or right to trial by jury in any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldProceedings.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) Each of the state of New York. The Client agrees for Parties irrevocably consents to the benefit exclusive jurisdiction and venue of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Chancery Court of the State of New York shall have jurisdiction Delaware, or if such court declines jurisdiction, then to hear and determine any suitfederal court located in Wilmington, action or proceedingDelaware and, and to settle in either case, any disputes, which may arise out of or appellate court therefrom in connection with any matter based upon or arising out of this Agreement andAgreement, for such purposes, irrevocably submits to agrees that process may be served upon them in any manner authorized by the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court laws of the State of New YorkDelaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, waives she or it hereby waives, and shall not assert as a defense in any claim that legal dispute, that: (i) such actions Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or proceedings have been is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum forum; or (v) the venue of such Legal Proceeding is improper. Each Party and further waives any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the right above-named courts, nor to object that make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court does not have jurisdiction over such party. (C) The Client irrevocably waivesother than one of the above-named courts, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity whether on the grounds of sovereignty inconvenient forum or similar grounds from (i) suit, (ii) jurisdiction otherwise. Each Party hereby consents to service of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity process in any such actions proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or proceedings. (D) The Client hereby understands and agrees that by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.01(b). Notwithstanding the opening offoregoing in this Section 6.01(n), any Party may commence any action, claim, cause of action or suit in a court other than the holding above-named courts solely for the purpose of all enforcing an order or any part judgment issued by one of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldabove-named courts.

Governing Law and Jurisdiction. (Aa) This Agreement Lease and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the internal laws English law. (and not the laws of conflictb) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, parties irrevocably agree that the English courts of the State of New York shall Shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement andLease, its subject matter or formation unless any such dispute or claim is dealt with pursuant to schedule 4 paragraph 4.2 or schedule 5 paragraph 3. This Lease is executed and delivered as a deed on the date appearing at the head of the Lease Particulars. 1. The right in common with the Landlord, and ail others authorised by the Landlord or otherwise entitled, for such purposes, irrevocably submits to the non-exclusive jurisdiction Tenant and any occupier of such courts.the Premises at all times: (Ba) Each party hereto waives any objection it may have at any time to use with or without vehicles as appropriate the laying of venue of any actions or proceedings brought in a court of External Areas designed to provide access, but the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party.Landlord may: (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, erect barriers if the Landlord provides the Tenant with a key to them; and (ii) jurisdiction of realign any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or accessway after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, notifying the Tenant provided that the Tenant shall at all times have access to the fullest extent Car Parking Spaces and the Building, (b) to have access to end from the Building and the Premises at all times; (c) to use all Conduits and Plant serving the Premises; (d) to use the Common Parts for the purpose which they are designed or made available; (e) to have support and protection for the Premises from the remainder of the Building; (f) to park 58 private motor cars in the Car Parking Spaces; (g) to display (and maintain at all times) the name and logo of the Tenant (or the permitted occupier) on a notice board provided by applicable lawthe Landlord in the entrance hall of the Building and on the Common Parts at the entrance to the Premises and on each Car Parking Space, that it will in each case in a manner approved by the Landlord such approval not claim such immunity in any such actions to be unreasonably withheld or proceedingsdelayed; and (h) to exclusively use the toilets and washrooms on the second floor. 2. Insofar as reasonably necessary for the use and enjoyment of the Premises for the Permitted Use the rights granted by the Transfer for the benefit of the Building and the External Areas in common with the Landlord and all others authorised by the Landlord or otherwise entitled, including the right at all times to pass with or without vehicles over the Estate Roads. 3. Subject to clause 1.2(k) a right to enter (Dat all reasonable times and after giving reasonable written notice to the Landlord except in the case of emergency) The Client hereby understands such other parts of the Building as may reasonably be necessary for the purpose of the Tenant, installing any new Conduits in the Premises and agrees that the opening of, the holding carrying out any clearing of all or repairs to any Conduits forming part of the Property in, and Premises the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) Tenant doing as exist in the country in which the Property is held.little damage as reasonable practicable,

Governing Law and Jurisdiction. (A) This Agreement The Deposit Agreement, the ADRs, and the ADSs shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by and construed in accordance with the internal laws (and not by, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction applicable to hear and determine any suit, action or proceeding, contracts made and to settle be wholly performed in that State. Notwithstanding anything contained in the Deposit Agreement, any disputes, which may arise out ADR or any present or future provisions of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court laws of the State of New York, waives the rights of holders of Shares and of any claim that other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Australia (or, if applicable, such actions or proceedings have been brought in an inconvenient forum and further waives other laws as may govern the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waivesDeposited Securities). FOR VALUE RECEIVED, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended useundersigned Holder hereby sell(s), assign(s) and transfer(s) unto _____________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ________________, the within ADS and all immunity rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the grounds books of sovereignty the Depositary with full power of substitution in the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or similar grounds from (i) suitenlargement or any change whatsoever. If the endorsement be executed by an attorney, (ii) jurisdiction of any courtexecutor, (iii) relief by way of injunctionadministrator, order for specific performance trustee or for recovery of propertyguardian, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings the person executing the endorsement must give his/her full title in such courtscapacity and proper evidence of authority to act in such capacity, and irrevocably agreesif not on file with the Depositary, to the fullest extent permitted must be forwarded with this ADR. SIGNATURE GUARANTEED All endorsements or assignments of ADRs must be guaranteed by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding a member of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement a Medallion Signature Program approved by the CustodianSecurities Transfer Association, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.Inc.

Governing Law and Jurisdiction. (A) This Agreement Guaranty shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against Guarantor with respect to any of the Guaranteed Obligations, this Guaranty, the Loan Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction to hear in the State of New York, United States of America, and, by execution and determine any suitdelivery of this Guaranty, action or proceeding, Guarantor accepts for itself and to settle any disputes, which may arise out of or in connection with this Agreement andits properties, for such purposesgenerally and unconditionally, irrevocably submits to the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Guarantor hereby waives personal service of any and all process upon it and consents that all such courts. service of process may be made by registered mail (Breturn receipt requested) Each party directed to Guarantor at its address set forth in Section 12 hereto and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against Guarantor in the courts of any other jurisdiction. Guarantor waives any objection it may have at any time to the laying of jurisdiction and venue of any actions action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceedings venue or based upon forum non conveniens. Guarantor waives the right to remove any judicial proceeding brought against Guarantor in any state court to any federal court. Any judicial proceeding by Guarantor against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this the Guaranteed Obligations, this Guaranty, the Loan Agreement, the Other Documents or any related agreement, shall be brought only in a federal or state court located in the County of the New York, State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement Guaranty and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Guaranty and the transactions contemplated hereby and thereby shall be governed by by, and construed in accordance with with, the internal laws (and not the laws of conflict) law of the state State of New York. The Client . (b) Guarantor hereby irrevocably and unconditionally agrees for that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the benefit of Administrative Agent, any Lender or the Custodian andIssuing Bank in any way relating to this Guaranty or the transactions relating hereto or thereto, without prejudice to the right of the Custodian to take in any proceedings in relation hereto before any forum other court of competent jurisdiction, that than the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceedingsitting in New York County, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State United States District Court of the Southern District of New York, waives and any claim appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such actions action, litigation or proceedings have been brought proceeding may be heard and determined in an inconvenient forum and further waives the right to object that such New York State court does not have jurisdiction over such party. (C) The Client irrevocably waivesor, to the fullest extent permitted by applicable law, with respect to itself in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and its revenues and assets (irrespective of their use or intended use), all immunity may be enforced in other jurisdictions by suit on the grounds of sovereignty judgment or similar grounds from (i) suitin any other manner provided by law. Nothing in this Guaranty shall affect any right that the Administrative Agent, (ii) jurisdiction any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the courts of any courtjurisdiction. (c) Guarantor hereby irrevocably and unconditionally waives, (iii) relief by way to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement venue of any judgment action or proceeding arising out of or relating to which it or its revenues or assets might otherwise be entitled this Guaranty in any actions or proceedings court referred to in such courts, and paragraph (b) of this Section. Guarantor hereby irrevocably agreeswaives, to the fullest extent permitted by applicable law, that it will not claim the defense of an inconvenient forum to the maintenance of such immunity action or proceeding in any such actions or proceedingscourt. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Laws of the State of New York shall have Delaware, without regard to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction to hear and determine any suitother than the State of Delaware. In addition, action or proceeding, and to settle any disputes, which may arise out each of or in connection with this Agreement and, for such purposes, irrevocably the parties (i) submits to the non-exclusive personal jurisdiction of such courts. (B) Each party hereto waives the Delaware Court of Chancery, any objection it may have at any time to the laying of venue of any actions or proceedings brought in a other court of the State of New YorkDelaware or any federal court sitting in the State of Delaware in the event that any dispute (whether in contract, waives tort or otherwise) arises out of this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any claim such court; (iii) agrees that it will not bring any Action relating to this Agreement in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware; and (iv) agrees that it will not seek to assert by way of motion, as a defense or otherwise, (A) that any such actions or proceedings have been Action is brought in an inconvenient forum and further waives forum, (B) that any such Action should be transferred or removed to any court other than one of the right to object that such court does not have jurisdiction over such party. above-named courts, (C) The Client irrevocably waives, to that any such Action should be stayed by reason of the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective pendency of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled some other Action in any actions court other than one of the above-named courts or proceedings (D) that this Agreement or the subject matter hereof may not be enforced in or by the above-named courts. Each party hereto agrees that service of process upon such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity party in any such actions Action shall be effective if notice is given in accordance with Section 7(k). Notwithstanding the foregoing in this Section 7(f), a party may commence any Action in any court other than the above-named courts solely for the purpose of enforcing an order or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part judgment issued by one of the Property inabove-named courts relating to any dispute (whether in contract, and the delivery tort or otherwise) arising out of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldAgreement.

Governing Law and Jurisdiction. (A) a. This Agreement shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) the Commonwealth of the state of New YorkMassachusetts. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise All actions arising out of or in connection with relating to this Agreement andshall be heard and determined exclusively in any Massachusetts federal court sitting in the City of Boston; provided, for however, that if such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such federal court does not have jurisdiction over such party. (C) The Client irrevocably waivesAction, to such Action shall be heard and determined exclusively in any Massachusetts state court sitting in Suffolk County. Consistent with the fullest extent permitted by applicable lawpreceding sentence, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from parties hereto hereby (i) suit, (ii) submit to the exclusive jurisdiction of any court, (iii) relief by way federal or state court sitting in the Commonwealth of injunction, order Massachusetts for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement the purpose of any judgment action arising out of or relating to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement brought by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject either party hereto and (ii) irrevocably waive, and agree not to assert by way of motion, 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 the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above named courts. b. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16(b). AGREED TO AND ACKNOWLEDGED AS OF , 20 : BY: PORTFOLIO MANAGER BY: COVESTOR LIMITED DOING BUSINESS AS INTERACTIVE ADVISORS Signature Signature Name: Name: Social Security / TIN: Title: Address: This agreement shall be deemed agreed to, signed and acknowledged by Interactive Advisors on the date the Portfolio Manager signs or otherwise accepts it. COVESTOR LIMITED DOING BUSINESS AS INTERACTIVE ADVISORS Portfolio Managers maintain their designated brokerage account in good standing with Interactive Brokers LLC and grant Covestor Limited doing business as exist Interactive Advisors access to the designated account for the purposes of monitoring daily trading activity and utilizing that activity as the basis for establishing and maintaining an accurate record of their strategy within Interactive Advisors. Non-compliance with these Account Rules may result in the country Manager being liable for trading costs incurred by subscribing clients and/or termination of the Manager’s agreement with Interactive Advisors, at Interactive Advisors’ sole discretion. Account Type To address free riding concerns, Managers may only choose a margin account without borrowing ability at Interactive Brokers LLC. Clients must have the same account type to invest. This account is not allowed to borrow for investment or leverage purposes, but is allowed to use the proceeds from stock sales immediately for new purchases instead of waiting for the usual 2-day settlement period. Like cash accounts, any cash shortfall in which these accounts is covered by liquidating account holdings sufficient to cover the Property shortfall. Deposits/ Withdrawals/ Transfers Managers must provide 7 days' notice of deposits, withdrawals or transfers and work with Interactive Advisors to avoid adverse impact for clients. Corporate Actions For all voluntary corporate action elections, Managers are required to make election in their IB account 3 days prior to the corporate action deadline, then notify Interactive Advisors immediately after making the election. Trading Rules Security Type US Equities, ADRs, REITS, Closed-End Funds, Preference shares and ETFs Note: Some Interactive Advisors clients may not have appropriate permissions at Interactive Brokers LLC to trade pink sheets. Managers intending to trade pink sheets in their portfolios should note that not all Interactive Advisors clients investing in their portfolio will be able to invest in pink sheets, leading to differing performance between the clients’ accounts from the Manager’s account. Market Cap Minimum Securities < $50m blocked (All ETFs allowed) Liquidity Minimum Securities < $100k ADV blocked (All ETFs allowed) OTC Markets Pink (PINK), Leveraged/Inverse/Complex ETFs and Other Exchange-Traded Products, Options Blocked Shorting Prohibited Trade time Regular market opening hours only Upon the occurrence of a trade error caused by you, you will be provided with details regarding the error in order to assist us in determining whether client compensation is heldmerited. Failure to cooperate in any inquiry may be deemed a manager violation. A trade error is defined as a deviation from the applicable standard of care in placement, execution, or settlement of a trade for a portfolio. In general, the following types of errors would be considered trading errors for the purposes of this Agreement: ● The purchase or sale of the wrong security or wrong amount of securities; ● The purchase or sale of a security in the wrong account. For purposes of this Agreement, the following types of errors are not deemed to be trading errors: ● Good faith errors in judgment in making investment decisions for portfolios; ● Errors caught and corrected before execution; ● Ticket re-writes and similar mistakes that incorrectly describe properly executed trades; and ● Errors made by persons other than you (e.g.broker-dealers). Interactive Advisors is responsible for trade errors that occur during the replication of portfolio trades. You agree that the following representations are true and complete in all respects: 1. You represent that you or your legal counsel have examined applicable U.S. and federal laws and regulations, and/or the laws and regulations in the countries where you operate, to determine whether you are required to be registered or licensed with appropriate regulatory authorities to provide investment advice and to direct trades in customer accounts in connection with the business you conduct on the Interactive Advisors platform and outside this platform. You are solely responsible for determining whether you and/or your employees are required to be registered or licensed with appropriate regulatory authorities and complying with any registration requirements. Interactive Advisors specifically disclaims any responsibility for determining the registration requirements applicable to you or your employees. 2. You certify that, if you are required to be registered or licensed, you are so registered or licensed and will remain so during the duration of this Agreement. If you determined that you are not required to be registered or licensed, you certify that this determination has been made in good faith based on all facts and circumstances known to you. 3. If you are a Registered Investment Advisor under the 1940 Investment Advisers Act, or under the laws of any applicable state regulatory authority, you represent that: a) You are in good standing; b) You have provided Interactive Advisors with a copy of your current Form ADV Parts 2A and 2B as of the most recent Effective Date; and c) You and any access persons of yours are compliant with all applicable regulatory requirements. 4. If you are not a Registered Investment Advisor under section 3 above, you certify that you meet all the requirements of an available exclusion or exemption from registration under the laws of the applicable jurisdiction(s), such as the Securities and Exchange Commission or applicable state regulatory authorities. 5. You will provide prompt written notice to Interactive Advisors of any change in your registration or regulatory status or any information you provided to Interactive Advisors regarding your registration status, including but not limited to any lapse in registration or licensing, or any change or any suspension or bar or other adverse regulatory action affecting you and/or your employees. If you are currently exempt from applicable registration or licensing requirements under section 4 above, you will immediately notify Interactive Advisors if you cease to be eligible for such exemption. 6. You represent that you are now, and will remain at all times during the duration of this Agreement, in material compliance with all applicable laws and regulations in connection with the activities contemplated by this Agreement. You agree to comply at all times with all the following Code of Conduct provisions. You also agree that Interactive Advisors has no responsibility for investigating your compliance with these duties and cannot be held liable for your failure to abide by them.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, and construed and enforced in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction Delaware, without regard to hear and determine any suit, action choice or proceeding, and to settle any disputes, which may arise out conflict of law provision or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. rule (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court whether of the State of New YorkDelaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, waives each of the Parties hereto (a) submits to the exclusive personal jurisdiction of the state courts located in Wilmington, Delaware or the federal courts located in Wilmington, Delaware, in the event that any claim dispute (whether in contract, tort or otherwise) arises out of this Agreement or the Transaction or the other transactions contemplated hereby; (b) agrees that it will not attempt to deny or defeat such actions personal jurisdiction by motion or proceedings have been other request for leave from any such court; (c) agrees that it will not bring any Proceeding relating to this Agreement or the Transaction or the other transactions contemplated hereby in any court other than the state courts located in Wilmington, Delaware or the federal courts located in Wilmington, Delaware; and (d) agrees that it will not seek to assert by way of motion, as a defense or otherwise, that any such Proceeding (i) is brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suitforum, (ii) jurisdiction should be transferred or removed to any court other than one of any courtthe above-named courts, (iii) relief should be stayed by way reason of injunctionthe pendency of some other proceeding in any court other than one of the above-named courts, order for specific performance or for recovery of property, (iv) attachment that this Agreement or the subject matter hereof may not be enforced in or by the above-named courts. Each Party hereto agrees that service of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in process upon such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity Party in any such actions Proceeding shall be effective if notice is given in accordance with Section 10.5. Notwithstanding the foregoing in this Section 10.7, a Party may commence any Action in any court other than the above-named courts solely for the purpose of enforcing an order or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part judgment issued by one of the Property inabove-named courts relating to any dispute (whether in contract, and the delivery tort or otherwise) arising out of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by or the Custodian, including acting on any Instructions, are subject to Transactions or the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldother transactions contemplated hereby.

Governing Law and Jurisdiction. (A) 18.1 This Agreement Lease and further agreements resulting herefrom shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) Laws of the state State of New York and without regard to any conflict of law rules. This Lease is being delivered in the State of New York. The Client agrees for . 18.2 Lessor and Lessee hereby irrevocably agree to submit to the benefit non-exclusive jurisdiction of, and to waive any objection to the laying of venue in, the County of New York and that any suit, action or proceedings (collectively, "Proceedings") may be brought by Lessor in any court of the Custodian andState of New York or any U.S. Federal court located in New York County, without prejudice to New York. 18.3 Nothing contained in this Article 18 shall limit the right of the Custodian either party to this Lease to take any proceedings Proceedings against the other in relation hereto before any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. 18.4 Promptly after service of any process Lessor or Lessee shall despatch a copy thereof to Lessee or Lessor, as the case may be, by registered mail, postage prepaid but failure of Lessee or Lessor, as the case may be, to receive such copy shall not invalidate the service of such process. 18.5 To the extent that the courts of the State of New York shall have parties may in any jurisdiction to hear and determine any claim for their or their assets immunity from suit, action execution, attachment (whether in aid of execution, before judgment or proceeding, otherwise) or other legal process and to settle the extent that in any disputes, which such jurisdiction there may arise out of be attributed to themselves or in connection with this Agreement and, for their assets such purposes, immunity (whether or not claimed) the parties hereby irrevocably submits agree not to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives claim and hereby irrevocably waive any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, immunity to the fullest extent permitted by applicable lawthe laws of such jurisdiction with the intent, with respect inter alia, that the foregoing waiver shall have effect for the purposes of the Foreign Sovereign Immunities Act of 1976 of the United States of America. 18.6 Lessee and Lessor shall each at all times maintain an agent for service of process in the New York, New York. For Lessee, such agent shall be Paul, Hastings, Xxxxxxxx & Xxxxxx, Attn: Xxxx Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. For Lessor, such agent shall be Haight, Gardner, Poor & Xxxxxx, Attn: Xxxxx X.X. Kwoh, 000 Xxxxxxxx, Xxx Xxxx, XX 00000. Any writ, judgment or other notice of legal process shall be sufficiently served on Lessee or Lessor if delivered to itself such agent at its address for the time being. Each of Lessee and its revenues and assets (irrespective of their use or intended use), all immunity on Lessor undertakes that if it shall revoke the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment authority of its assets (whether before above agent or after judgment), and (v) execution or enforcement of if for any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in reason any such actions agent no longer serves as agent to receive service of process, Lessee or proceedingsLessor, as the case may be, shall promptly appoint another such agent and advise Lessor or Lessee, as the case may be, thereof. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 19.1 This Agreement Charge shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. England and Wales. 19.2 The Client Company irrevocably agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Security Agent that the courts of England and/or any of the federal or State courts sitting in The City of New York shall York, Borough of Manhattan will have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of of, or in connection with with, this Agreement Charge and, for such purposesthat purpose, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto 19.3 The Company irrevocably waives any objection which it might now or hereafter have to any of the courts referred to in clause 19.2 being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes which may have at arise out of, or in connection with, this Charge and agrees not to claim that any time such court is not a convenient or inappropriate forum. 19.4 The submission to the laying jurisdiction of venue the courts referred to in clause 19.2 will not (and is not to be construed so as to) limit the right of the Security Agent to take proceedings against the Company in any other court of competent jurisdiction, nor will the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. 19.5 The Company hereby consents in respect of any actions legal action or proceedings brought proceeding arising out of, or in a court of the State of New Yorkconnection with, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waivesthis Charge, to the fullest extent permitted by applicable lawgiving of any relief, or the issue of any process in connection with respect to itself and its revenues and assets such action or proceeding including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of their its use or intended use)) of any order or judgment which may be made or given in such action or proceeding. 19.6 To the extent that the Company may in any jurisdiction claim for itself or its assets, all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtexecution, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether in aid of execution, before judgment or after judgment), and (votherwise) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agreesother legal process and, to the fullest extent permitted by applicable lawthat in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Company hereby irrevocably agrees that it will not claim claim, and hereby irrevocably waives, such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that to the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement full extent permitted by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldlaw of such jurisdiction.

Governing Law and Jurisdiction. (A) 2.1 This Agreement Trust Deed shall be subject to and governed by the Ordinance, the Rules and construed all applicable laws and regulations and it shall be deemed for all purposes whatsoever that all the provisions required to be contained in accordance a trust deed by the Rules are incorporated in this Deed as a part and parcel thereof and in the event of any conflict between this Deed and the provisions required to be contained in a trust deed by the Rules, the latter shall supercede and prevail over the provisions contained in this Deed unless a waiver has been obtained from the Commission. The Trustee shall be authorized to execute and the Management Company and the Trustee shall execute supplementary trust deed(s) for the purpose of ensuring that the provisions of the Trust Deed do not conflict with the internal laws (Rules or any applicable law and are in line with Rules or the law. 2.2 The terms and conditions of this Deed and any deed supplemental hereto shall be binding on each Unit Holder as if he had been a party to this Deed and so to be bound by Deed’s provisions and each Unit Holder authorizes and requires the Trustee and the Management Company to do as required of them by the terms of this Deed. 2.3 The Unit Holder is not liable to make any further payments after he/ it has paid the laws purchase price of conflict) his/ its Units and that no further liability can be imposed on him in respect the Units which he/ it holds. 2.4 All units and fractions thereof represent an undivided share in the Fund and shall rank pari passu according to the number of the state of New York. The Client agrees for the benefit of the Custodian andUnits held by each Unit holder, without prejudice including as to the right of the Custodian Unit holder in the Net Assets earning and receipts of income distributions. Each Unit Holder has a beneficial interest in the Trust proportionate to take any proceedings the Units held by each Unit holder and shall have such rights as are set out in relation hereto before any other court the Deed and the offering Document. 2.5 Core Units subscribed by the core investors shall however be offered and issued at par and shall not be redeemable (but are transferable) for a period of competent jurisdiction, that two years from the courts close of the State initial period. A mention of New York such restriction and its termination date shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits be entered into the Unit Holder’s Register. 2.6 The Trustee shall report to the non-exclusive jurisdiction of such courtsUnit Holders on all matters provided in the Rules and this Deed. (B) Each party hereto waives any objection it may have 2.7 The Trustee shall be entitled to retire voluntarily at any time anytime with the prior written notice of at least 3 months to the laying of venue of any actions or proceedings brought in a court Management Company. The Management Company within the Notice period with the prior written approval of the State Commission may by a deed supplemental hereto will appoint a new Trustee under the provisions of New York, waives any claim that such actions or proceedings have been brought the Rules in an inconvenient forum place of the retiring Trustee and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings also provide in such courts, and irrevocably agrees, to deed for the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding automatic vesting of all or any part the assets of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist Trust in the country in which name of the Property is heldnew Trustee.

Governing Law and Jurisdiction. 18.1 All the parties agree that the courts of England are (Asubject to Clauses 18.2 and 18.3 below) This Agreement shall be governed by to have exclusive jurisdiction to settle any disputes (including claims for set- off and construed counterclaims) which may arise in accordance connection with the internal laws (creation, validity, effect, interpretation or performance of, or the legal relationships established by, this Guarantee or otherwise arising in connection with this Guarantee and not for such purposes irrevocably submit to the laws of conflict) jurisdiction of the state of New York. English courts. 18.2 The Client agrees agreement contained in Clause 18.1 above is included for the benefit of Seller's benefit. Accordingly, notwithstanding the Custodian andexclusive agreement in Clause 18.1 above, without prejudice to the Seller shall retain the right of the Custodian to take any bring proceedings in relation hereto before any other court which has jurisdiction. 18.3 The Seller may, at the Seller's absolute discretion, take proceedings in the courts of competent jurisdiction, that any other country which may have jurisdiction including the courts of the State of New York shall have to whose jurisdiction the Guarantor irrevocably submits. 18.4 The Guarantor irrevocably waives any objections to hear and determine the jurisdiction of any suit, action courts referred to in this Clause 18. 18.5 The Guarantor irrevocably agrees that a judgment or proceeding, and order of any court referred to settle any disputes, which may arise out of or in this Clause 18 in connection with this Agreement and, for such purposes, irrevocably submits to Guarantee is conclusive and binding on it and may be enforced against it in the non-exclusive jurisdiction courts of such courtsany other jurisdiction. (B) Each party hereto waives 18.6 The Guarantor irrevocably consents to service of process or any objection it may have other document in connection with proceedings in any court by facsimile transmission, personal service, delivery at any time to address specified in this Guarantee or any other usual address, mail or in any other manner permitted by English law, the laying of venue of any actions or proceedings brought in a court law of the State place of New York, waives any claim that such actions service or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part law of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, jurisdiction where proceedings are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldinstituted.

Governing Law and Jurisdiction. (A) 21.1 This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) Saint Xxxxxxx and the Grenadines. 21.2 In the event of a dispute arising out of or relating to the Agreement, the Client irrevocably agrees that these parties to the Agreement shall first seek settlement of that dispute with the Company under the dispute resolution mechanism set out in a Clause 23. 21.3 The Company is a member of the state of New Yorkindependent dispute resolution organization The Financial Commission (xxx.xxxxxxxxxxxxxxxxxxx.xxx) (hereinafter, “Commission”). The All Clients are entitled to file a complaint with the Commission to resolve a dispute that arises if this complaint cannot be resolved through the Company's internal dispute resolution process. 21.4 With respect to any proceedings, the Client irrevocably: a) agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of Saint Xxxxxxx and the State of New York Grenadines shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or disputes in connection with this Agreement the Agreement; and, for such purposes, irrevocably b) submits to the non-exclusive jurisdiction of such courts.the courts of Saint Xxxxxxx and the Grenadines; and (Bc) Each party hereto waives his/her right to any objection it which the Client may have at any time to the laying of venue filing of any actions or proceedings brought legal cases in a court of the State of New York, waives any such courts; and d) agrees not to claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object or that such court does not have jurisdiction over such partythe Client. (C) 21.5 The Client irrevocably waives, waives to the fullest extent permitted by applicable law, with respect to itself the Client and its the Client’s revenues and assets (irrespective of their use or intended use), all immunity on the (including but not limited to grounds of sovereignty for diplomatic immunity or other similar grounds from grounds) from (ia) suitsuit or arbitral proceedings, (iib) the jurisdiction of any courtcourts, (iiic) relief by way of injunction, order for specific performance performance, or for recovery of property, (ivd) attachment of its their assets (whether obtained before or after judgment), ) and (ve) the execution or enforcement of any judgment to which it the Client or its the Client's revenues or assets might otherwise be entitled the subject matter in any actions or proceedings in such courts, the courts of any jurisdiction and irrevocably agrees, agrees to the fullest extent permitted by any applicable law, law that it the Client will not claim any such immunity in any proceedings. The Client consents generally in respect of any proceedings to the provision of any relief or the initiation of any process in connection with such actions proceedings, including, without limitation, the making, enforcement, or execution against any property whatsoever of any order or judgment which may be made or given in such proceedings. (D) The Client hereby understands and agrees that 21.6 In the opening ofcase of a dispute which cannot be resolved following the Dispute Resolution procedure provided in Clause 23 below, the holding of all or any part parties submit to the jurisdictions of the Property in, Courts of Saint Xxxxxxx and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldGrenadines.

Governing Law and Jurisdiction. (A) 16.1 This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) the Island of Jersey and the state of New York. The Client agrees parties hereby irrevocably agree for the exclusive benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Administrative Agent that the courts of the State Island of New York shall Jersey are to have exclusive jurisdiction (without prejudice to hear and determine any suit, action or proceeding, and Clauses 16.2 to 16.4) to settle any disputes, disputes which may arise out of or in connection with this Agreement andand that accordingly any suit, for action or proceeding arising out of or in connection with this Agreement (“Proceedings”) shall be brought in such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtscourt. 16.2 Nothing contained in this Agreement shall limit the right of the Administrative Agent to take Proceedings, serve process or seek the recognition or enforcement of a judgment or any similar or related matter against the Grantor in any convenient, suitable or competent jurisdiction nor shall the taking of any action in one or more jurisdiction preclude the taking of action in any other jurisdiction, whether concurrently or not. 16.3 The Grantor irrevocably waives (Band hereby irrevocably agrees not to raise) Each party hereto waives any objection which it may have at any time now or hereafter to the laying of the venue of any actions or proceedings brought Proceedings in a any such court of the State of New Yorkas referred to in this Clause, waives any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and further waives the any right it may have to object that such court does not have jurisdiction over such partyclaim for itself or its assets immunity from suit, execution, attachment or other legal process. (C) 16.4 The Client Grantor further hereby irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any agrees that a judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity Proceedings brought in any such actions or proceedings. (D) The Client hereby understands court as is referred to in this Clause shall be conclusive and agrees that binding upon the opening of, Grantor and may be enforced in the holding of all or any part of the Property in, and the delivery court of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldjurisdiction.

Governing Law and Jurisdiction. This Guaranty and each Other Document (Aunless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) This Agreement shall shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, without regard to any conflict of laws principles which would have the effect of applying the laws of any other jurisdiction. Any judicial proceeding brought by or against any Guarantor with respect to any of the Obligations, this Guaranty, the Credit Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Guaranty, each Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Each Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 of the Credit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Administrative Agent’s option, by service upon Borrowing Agent which each Guarantor irrevocably appoints as such Guarantor’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by Applicable Law or shall limit the right of Administrative Agent or any Secured Party to bring proceedings against any Guarantor or any Borrower in the courts of any other jurisdiction. Each Guarantor waives any claim that such actions objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceedings have been brought in an inconvenient venue or based upon forum and further non conveniens. Each Guarantor waives the right to object that remove any judicial proceeding brought against such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled Guarantor in any actions state court to any federal court. Any judicial proceeding by any Guarantor against Administrative Agent or proceedings in such courtsany Secured Party involving, and irrevocably agreesdirectly or indirectly, to the fullest extent permitted by applicable law, that it will not any matter or claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening way arising out of, the holding of all related to or connected with this Guaranty or any part of the Property inrelated agreement, and the delivery of any Securities and other Property to shall be brought only in a federal or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist state court located in the country in which the Property is heldCounty of New York, State of New York.

Governing Law and Jurisdiction. (A) This Agreement shall be governed MLSA is governed, without reference to applicable conflicts of law principles, by and construed in accordance with the internal laws (and not the laws of conflictthe jurisdiction corresponding the country or region where Customer acquired the Products (the “Customer Location”) as set forth in the Global Appendix attached hereto (“Governing Law”), which is incorporated herein by reference. Each Party irrevocably agrees that any legal proceeding must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the state venue corresponding the applicable Customer Location as set forth in the Global Appendix (“Venue of New YorkDisputes”), and to the extent that Section “Dispute Resolution; Arbitration” does not apply, each Party irrevocably submits to the sole and exclusive personal jurisdiction of the courts of such Venue with respect to any legal proceeding involving the other Party. The Client agrees United Nations Convention on Contracts for the benefit International Sale of Goods and the Custodian and, without prejudice Uniform Computer Information Transactions Act shall not apply to the right of the Custodian to take any proceedings this MLSA. Nothing in relation hereto before any other this MLSA prevents either Party from seeking injunctive relief in a court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue . The language of any actions litigation or proceedings brought legal proceeding shall be English. The prevailing Party in a court of arbitration or litigation is entitled to recover its reasonable attorneys’ fees and costs from the State of New Yorkother Party. CUSTOMER MUST INITIATE ARBITRATION OR ANY OTHER CAUSE OF ACTION FOR ANY CLAIM(S) ARISING OUT OF OR RELATING TO THIS MLSA AND ITS SUBJECT MATTER WITHIN 1 YEARS FROM THE DATE WHEN CUSTOMER KNEW, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyOR SHOULD HAVE KNOWN AFTER REASONABLE INVESTIGATION, OF THE FACTS GIVING RISE TO THE CLAIM(S). (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Laws of the State of New York shall have Delaware, without regard to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction to hear and determine any suitother than the State of Delaware. In addition, action or proceeding, and to settle any disputes, which may arise out each of or in connection with this Agreement and, for such purposes, irrevocably the parties (a) submits to the non-exclusive personal jurisdiction of such courts. (B) Each party hereto waives the Delaware Court of Chancery, any objection it may have at any time to the laying of venue of any actions or proceedings brought in a other court of the State of New YorkDelaware or any federal court sitting in the State of Delaware in the event that any dispute (whether in contract, waives tort or otherwise) arises out of this Agreement or the Sale or the other Transactions; (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any claim such court; (c) agrees that it will not bring any Action relating to this Agreement or the Sale or the other Transactions in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware; and (d) agrees that it will not seek to assert by way of motion, as a defense or otherwise, (i) that any such actions or proceedings have been Action is brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suitforum, (ii) jurisdiction that any such Action should be transferred or removed to any court other than one of any courtthe above-named courts, (iii) relief that any such Action should be stayed by way reason of injunctionthe pendency of some other Action in any court other than one of the above-named courts, order for specific performance or for recovery of property, (iv) attachment that this Agreement or the subject matter hereof may not be Table of its assets (whether before Contents enforced in or after judgment), and (v) execution or enforcement by the above-named courts. Each party hereto agrees that service of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in process upon such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity party in any such actions Action shall be effective if notice is given in accordance with Section 8.13. Notwithstanding the foregoing in this Section 8.08, a party may commence any Action in any court other than the above-named courts solely for the purpose of enforcing an order or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part judgment issued by one of the Property inabove-named courts relating to any dispute (whether in contract, and the delivery tort or otherwise) arising out of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by or the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldTransactions.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by Each of the Parties irrevocably consents to the exclusive jurisdiction and construed in accordance with the internal laws (and not the laws of conflict) venue of the state and federal courts seated in New York County, New York and any appellate court therefrom in connection with any matter based upon or arising out of New York. The Client this Agreement, agrees for that process may be served upon them in any manner authorized by the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts laws of the State of New York shall for such Person and waives and covenants not to assert or plead any objection which they might otherwise have jurisdiction to hear such manner of service of process. Each Party and determine any suitPerson asserting rights as a third-party beneficiary may do so only if he, action she or proceedingit hereby waives, and to settle shall not assert as a defense in any disputeslegal dispute, which may arise out of or in connection with this Agreement and, for that: (i) such purposes, irrevocably submits Person is not personally subject to the non-exclusive jurisdiction of the above named courts for any reason; (ii) such courts. Legal Proceeding may not be brought or is not maintainable in such court; (Biii) Each party hereto waives any objection it may have at any time to the laying of venue of any actions such Person’s property is exempt or proceedings brought in a court of the State of New York, waives any claim that immune from execution; (iv) such actions or proceedings have been Legal Proceeding is brought in an inconvenient forum forum; or (v) the venue of such Legal Proceeding is improper. Each Party and further waives any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the right above-named courts, nor to object that make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court does not have jurisdiction over such party. (C) The Client irrevocably waivesother than one of the above-named courts, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity whether on the grounds of sovereignty inconvenient forum or similar grounds from (i) suit, (ii) jurisdiction otherwise. Each Party hereby consents to service of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity process in any such actions proceeding in any manner permitted by New York law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or proceedings. (D) The Client hereby understands and agrees that by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.01(b). Notwithstanding the opening offoregoing in this Section 4.01(n), any Party may commence any action, claim, cause of action or suit in a court other than the holding above-named courts solely for the purpose of all enforcing an order or any part judgment issued by one of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldabove-named courts.

Governing Law and Jurisdiction. 15.1 The Parties shall modify the terms of this DPA as soon as possible if such modification is required for the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. 15.2 This DPA, and any dispute or claim (Aincluding any non-contractual disputes or claims) This Agreement arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the internal laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (and not a) the laws of conflict) a member state of the state European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of New York. The Client agrees for Ireland; (b) the benefit laws of the Custodian andUnited Kingdom, without prejudice this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, but only to the right of the Custodian extent required to take any proceedings in relation hereto before any other court of competent jurisdiction, satisfy such laws. 15.3 The Parties irrevocably agree that the courts of forum set out in the State of New York Agreement shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, dispute which may arise out of or in connection with this Agreement andDPA and the documents to be entered into pursuant to it and that, for accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such purposesforum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum, to the extent legally permitted. Each of the Parties irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto forum and waives any objection it may have at to proceedings in any time to such forum on the laying ground of venue of any actions or proceedings brought in a court of on the State of New York, waives any claim ground that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyforum. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client Borrower agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York Courts and Tribunals at Mumbai and Pune shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement andthe Financing Documents and that accordingly any suit, for action or proceedings (together referred to as '’Proceedings") arising out of or in connection with the Financing Documents may be brought in such purposes, Courts or the Tribunals and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of such courtscourts or tribunals. (Bb) Each party hereto The Borrower irrevocably waives any objection it may have at any time now or in future, to the laying of the venue of any actions or proceedings brought Proceedings in a court of the State of New York, waives Courts and Tribunals at Mumbai and Pune and any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and further waives irrevocably agrees that a judgment in any Proceedings brought in the right the Courts and Tribunals at Mumbai and Pune shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to object that the laws of such court does not have jurisdiction over jurisdiction) by a suit upon such partyjudgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law. (Cc) Nothing contained in this Section 17.10. shall limit any right of the Lender to take Proceedings in any other Court or Tribunal of Competent Jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction whether concurrently or not and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such court or tribunal, and the Borrower irrevocably waives any objection it may have now or in the future to the laying of the venue of any Proceedings and any claim that any such Proceedings have been brought in an inconvenient forum (d) The Client irrevocably waives, Borrower hereby consents generally in respect of any Proceedings arising out of or in connection with any Financing Document to the fullest extent permitted by applicable lawgiving of any relief or the issue of any process in connection with such Proceedings including, with respect to itself and its revenues and assets without limitation, the making, enforcement or execution against any property whatsoever (irrespective of their its use or intended use), all ) of any order or judgment which may be made or given in such Proceedings. (e) To the extent that the Borrower may in any jurisdiction claim for itself or its assets immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtexecution, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether in aid of execution, before judgment or after judgment), otherwise) or other legal process and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions jurisdiction there may be attributed to itself or proceedings. its assets such immunity (D) The Client hereby understands and agrees that the opening ofwhether or not claimed), the holding of all or any part of the Property in, Borrower hereby irrevocably agrees not to claim and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldhereby irrevocably waives such immunity.

Governing Law and Jurisdiction. (A) 10.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be governed by and construed in accordance with the internal laws (and not with, the laws of conflictEngland. 10.2 The parties hereto (other than the Trustee) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, hereby irrevocably agree that the courts of the State of New York shall England are to have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits (including any dispute relating to the any non-exclusive jurisdiction contractual obligations arising out of or in connection with this Agreement) and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. . Each of the parties hereto (Bother than the Trustee) Each party hereto hereby irrevocably waives any objection which it may have at any time now or hereafter to the laying of the venue of any actions or proceedings brought such Proceedings in a any such court of the State of New York, waives and any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and hereby further waives the right to object irrevocably agrees that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any a judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions Proceedings brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Nothing contained herein shall limit any right to take Proceedings against the Issuer or proceedings. (D) the Parent in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. The Client Issuer and the Parent each hereby understands and agrees that appoints VFS Financial Services Limited at its registered office for the opening of, the holding time being as its agent for service of all or any part of the Property inprocess, and undertakes that, in the delivery event of VFS Financial Services Limited ceasing so to act or ceasing to be registered in England, it will appoint such other person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldProceedings.

Governing Law and Jurisdiction. (A) 20.1 This Agreement shall be and any non-contractual obligation arising out of or in connection with it are governed by and shall be construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for English law. 20.2 For the benefit of the Custodian andAccount Bank only, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise disputes arising out of or in connection with this Agreement and, for such purposes, irrevocably submits (including any dispute relating to the existence, validity or termination of this Agreement, or any non-contractual obligation arising out of or in connection with this Agreement, or the consequences of the nullity of this Agreement), and the Parties irrevocably submit to the exclusive jurisdiction of such courts. The Parties agree that delivery or mailing of any process or other papers in any manner provided in Clause 18 (Notices) (other than email), or in such other matter as may be permitted by law, shall be valid and sufficient service thereof. To the extent allowed by law, the Account Bank may take: (a) proceedings in any other court; and (b) concurrent proceedings in any number of jurisdictions. 20.3 If a provision of this Agreement or Instruction is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the respective Instruction, as the case may be. 20.4 This Agreement and any Instruction may be executed in any number of counterparts, each having the same effect as if the signatures on the counterparts were on a single copy of this Agreement or such Instruction, as the case may be. 20.5 A person who is not party to this Agreement may not enforce its terms under the Contracts (BRights of Third Parties) Xxx 0000. Further, notwithstanding any term of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement, and any such variation, waiver or termination may be made without regard for the interests of any third party. The Issuer agrees that no third party may rely on this Agreement to any extent whatsoever. 20.6 Each party Party hereto waives any objection it may have at any time time, to the laying of venue of any actions or proceedings brought in a any court of the State of New Yorkspecified in Clause 20.2 hereof, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Laws of the State of New York Delaware, without regard to principles of conflict of Laws thereof. The Parties hereby declare that it is their intention that this Agreement shall be regarded as made under the Laws of the State of Delaware and that the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties: (a) agrees that this Agreement involves at least $100,000; (b) agrees that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708; (c) irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Action, in the United States District Court for the District of Delaware) (such courts, collectively, the “Chosen Courts”) with respect to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise all Actions arising out of or in connection with relating to this Agreement andand the transactions contemplated hereby (whether based on contract, for tort or other theory); (d) agrees that all claims with respect to any such purposesAction shall be heard and determined in the Chosen Courts and agrees not to commence any Action relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or other theory) except in the Chosen Courts; (e) irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto and unconditionally waives any objection it may have at any time to the laying of venue of any actions Action arising out of this Agreement or proceedings brought in a court the transactions contemplated hereby and irrevocably and unconditionally waives the defense of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suitin any Chosen Court, (iif) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any agrees that a final judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or in any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement manner provided by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject applicable Law and (iig) as exist service of process upon such Party in the country any such Action shall be effective if notice is given in which the Property is heldaccordance with Section 11.7 (Notices).

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, and construed in accordance with with, the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Laws of the State of New York shall have jurisdiction Delaware applicable to hear and determine any suit, action or proceeding, contracts executed in and to settle any disputes, which may arise be performed in that State. All actions and proceedings arising out of or in connection with relating to this Agreement andshall be heard and determined exclusively in any Delaware Chancery Court, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that if such court does not have jurisdiction over such party. subject matter jurisdiction, any state or federal court located in the State of Delaware (Cthe “Chosen Courts”). The parties hereto hereby (a) The Client irrevocably waives, submit to the fullest extent permitted by applicable law, exclusive jurisdiction of the Chosen Courts for themselves and with respect to itself their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and its revenues (b) agree not to commence any Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such Chosen Court as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and assets (irrespective the parties further waive any argument that such service is insufficient. Each of their use the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or intended use)as a defense, all immunity on counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the grounds of sovereignty or similar grounds from transactions contemplated hereby, (i) suitany claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any courtsuch court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) relief by way of injunction, order for specific performance or for recovery of property, that (ivA) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity Action in any such actions court is brought in an inconvenient forum, (B) the venue of such Action is improper or proceedings. (DC) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the CustodianAgreement, or any Subcustodian the subject matter hereof, may not be enforced in or Clearance System, is subject and (ii) as exist in the country in which the Property is heldby such courts.

Governing Law and Jurisdiction. (A) This Agreement shall Guaranty has been delivered to and accepted by the Bank and will be governed by and construed deemed to be made in the State of New York. Unless provided otherwise under federal law, this Guaranty will be interpreted in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suitexcluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN ANY JUDICIAL DISTRICT OR COUNTY IN THE STATE OF NEW YORK WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, action or proceedingENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, and to settle any disputesAGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the opening of, venue provided above is the holding of all or any part of most convenient forum for both the Property in, Bank and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices Guarantor. Guarantor hereby waives (i) any objection to which the Custodian, or venue and any Subcustodian or Clearance System, is subject and objection based on a more convenient forum in any action instituted under this Guaranty; (ii) any right to assert any counterclaim or setoff or any defense based upon a statute of limitations, a claim of laches or of any other legal theory; and (iii) its right to attack a final judgment that is obtained as exist in the country in which the Property is helda direct or indirect result of any action hereunder.

Governing Law and Jurisdiction. (A) 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement are governed by, and shall be governed by and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. England. 10.2 The Client agrees Issuer hereby irrevocably agrees, for the exclusive benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdictionCalculation Agent, that the courts of the State of New York shall England are to have jurisdiction to hear and determine any suit, action or proceedingproceedings, and to settle any disputes, disputes which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits (together referred to the as Proceedings and Disputes) (including any Proceedings or Disputes in relation to any non-exclusive jurisdiction contractual obligations arising out of such courts. (B) Each party hereto or in connection with this Agreement). The Issuer hereby irrevocably waives any objection which it may might now or hereafter have at any time to the laying courts of venue England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum. Nothing contained in this clause, and to the extent permitted by law, shall limit any right to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. The Issuer hereby appoints Statkraft UK Ltd, 19th Floor, 00 Xxxxxxxxxxx, Xxxxxx XX0X 0XX as its agent for service of process, and the Issuer agrees to appoint another person, as the Trustee may approve, as its agent for service of process in England in respect of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives proceedings. Nothing herein shall affect the right to object service process in any other manner permitted by law. To the extent that the Issuer may in any jurisdiction claim for itself or its respective assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that such court does immunity (whether or not have claimed) may be attributed in any such jurisdiction over such party. (C) The Client irrevocably waives, to the fullest Issuer or its respective assets or revenues, the Issuer agrees not to claim and irrevocably waives such immunity to the full extent permitted by applicable law, with respect the laws of such jurisdiction. [Consider whether it is appropriate to itself and its revenues and assets include contractual recognition of bail-in (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment pursuant to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part Article 55 of the Property in, EU Bank Recovery and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (iResolution Directive) to which the Custodian, or any Subcustodian or Clearance System, where there is subject and (ii) as exist in the country in which the Property is heldan EU 27 bank party.]

Governing Law and Jurisdiction. (A) 16.1 This Agreement shall be is governed by and shall be construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. England. 16.2 The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, parties irrevocably agree that the courts of the State of New York having jurisdiction over London, England, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement andand that accordingly any suit, for such purposes, irrevocably submits to the non-exclusive jurisdiction action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. (B) Each party hereto waives 16.3 The parties irrevocably waive any and all rights to require that any Proceedings be heard by a jury, and also irrevocably waive any objection it which they may have at any time now or hereafter to the laying of venue of any actions or proceedings brought Proceedings in a any such court of the State of New York, waives as is referred to in Clause 16.2 and any claim that such actions or proceedings any Proceedings have been brought in an inconvenient forum and further waives irrevocably agree that a judgement in any Proceedings brought in any court referred to in Clause 16.2 shall be conclusive and binding upon them and may be enforced in the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, courts of any other jurisdiction. Each of the parties hereby consents generally in respect of any Proceedings arising out of or in connection with this Agreement to the fullest extent permitted by applicable lawgiving of any relief or the issue of any process in connection with such Proceedings including, with respect to itself and its revenues and assets without limitation, the making, enforcement or execution against any property whatsoever (irrespective of their its use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way order or judgment which may be made or given in such Proceedings. 16.4 Any provision of injunction, order for specific performance this Sale Agreement that may be prohibited or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled unenforceable in any actions jurisdiction shall be ineffective to the extent of such prohibition or proceedings unenforceability in such courtsjurisdiction only, without invalidating the remaining provisions hereof in such jurisdiction and irrevocably agrees, to without invalidating any of the fullest extent permitted by applicable law, that it will not claim such immunity provisions hereof in any such actions or proceedingsother jurisdiction. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 20.1 This Agreement shall be and any non-contractual obligation arising out of or in connection with it are governed by and shall be construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for English law. 20.2 For the benefit of the Custodian andAccount Bank only, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise disputes arising out of or in connection with this Agreement and, for such purposes, irrevocably submits (including any dispute relating to the existence, validity or termination of this Agreement, or any non-contractual obligation arising out of or in connection with this Agreement, or the consequences of the nullity of this Agreement), and the Parties irrevocably submit to the exclusive jurisdiction of such courts. The Parties agree that delivery or mailing of any process or other papers in any manner provided in Clause 18 (other than email), or in such other matter as may be permitted by law, shall be valid and sufficient service thereof. To the extent allowed by law, the Account Bank may take: (a) proceedings in any other court; and (b) concurrent proceedings in any number of jurisdictions. 20.3 If a provision of this Agreement or Instruction is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the respective Instruction, as the case may be. 20.4 This Agreement and any Instruction may be executed in any number of counterparts, each having the same effect as if the signatures on the counterparts were on a single copy of this Agreement or such Instruction, as the case may be. 20.5 A person who is not party to this Agreement may not enforce its terms under the Contracts (BRights of Third Parties) Xxx 0000. Further, notwithstanding any term of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement, and any such variation, waiver or termination may be made without regard for the interests of any third party. The Issuer agrees that no third party may rely on this Agreement to any extent whatsoever. 20.6 Each party Party hereto waives any objection it may have at any time time, to the laying of venue of any actions or proceedings brought in a any court of the State of New Yorkspecified in Clause 20.2 hereof, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement and any dispute arising hereunder shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. While the parties contemplate that all disputes hereunder will be decided pursuant to Article IX hereof, the parties submit to the jurisdiction of any court of the United States or any state court, which in either case is located in the City of New York (each, a “New York Court”) with respect to any legal proceedings to enforce an arbitral award issued in accordance with Article IX. In any such action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such actions New York Court, that such action, suit or proceedings have been other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; provided, that nothing set forth in this sentence shall prohibit any of the parties hereto from removing any matter from one New York Court to another New York Court. Each of the parties hereto also agrees that any final and further waives the right to object unappealable judgment against a party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such party and that such award or judgment may be enforced in any court does not have jurisdiction over of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such partyaward or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 11.2 of this Agreement, constitute good, proper and sufficient service thereof. (Cb) The Client irrevocably waivesEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, to the fullest extent permitted by applicable lawAGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, with respect to itself and its revenues and assets (irrespective of their use or intended use)EXPRESSLY OR OTHERWISE, all immunity on the grounds of sovereignty or similar grounds from (i) suitTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) jurisdiction of any courtIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iiiIII) relief by way of injunctionIT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, order for specific performance or for recovery of propertyAMONG OTHER THINGS, (iv) attachment of its assets (whether before or after judgmentTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5(b), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement Assignment has been executed and delivered and is intended to be performed in the State of Indiana and shall be governed by governed, construed and construed enforced in all respects in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York Indiana, without regard to principles of conflicts of law. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS ASSIGNMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS LOCATED IN THE COUNTY OF MARION, STATE OF INDIANA, OR THE FEDERAL COURTS WHOSE VENUE INCLUDES THE COUNTY OF MARION, STATE OF INDIANA, OR, AT THE SOLE OPTION OF BANK, IN ANY OTHER COURT IN WHICH BANK SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. THE ASSIGNOR AND BANK HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) BETWEEN OR AMONG ASSIGNOR AND BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS ASSIGNMENT, OR ANY RELATIONSHIP BETWEEN BANK AND ASSIGNOR. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE LOANS OR IN THE LOAN DOCUMENTS. Whenever possible, each provision of this Assignment or any related agreement or instrument shall have jurisdiction be interpreted in such manner as to hear be effective and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by valid under applicable law, with respect to itself and its revenues and assets (irrespective of their use but if any such provision shall be prohibited by or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this or any related agreement or instrument. The Assignor acknowledges that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands has read and agrees that understood all the opening ofprovisions of this Agreement, including the holding waiver of all or any part of the Property injury trial, and the delivery of any Securities and other Property to has been advised by counsel as necessary or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldappropriate.

Governing Law and Jurisdiction. (A) This Agreement Warrant shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall (without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any Governmental Authority related hereto), including matters of validity, construction, effect, performance and remedies. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America located in the Borough of Manhattan of The City of New York (or, if such federal court does not have jurisdiction to hear and determine over such Action, any suitNew York state court located in New York County), for the purposes of any suits, proceedings, claim, demand, action or proceeding, and to settle any disputes, which may arise cause of action arising out of or in connection with relating to this Agreement andWarrant, for such purposes, and irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto and unconditionally waives any objection it may have at any time to the laying of venue of any actions such suits, proceedings, claim, demand, action or proceedings brought cause of action in a any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suits, proceedings, claim, demand, action or cause of the State of New York, waives any claim that such actions or proceedings have action has been brought in an inconvenient forum forum. Each of the parties hereto hereby irrevocably and further waives unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, proceeding, claim, demand, action or cause of action against such party (i) arising under this Warrant or (ii) in any way connected with or related or incidental to the right to object dealings of the parties in respect of this Warrant, (A) any claim that such court does party is not have personally subject to the jurisdiction over of the courts as described in this Section 14 for any reason, (B) that such party or such party. ’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) The Client irrevocably waives, to that (x) the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction proceeding, claim, demand, action or cause of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity action in any such actions court is brought against such party in an inconvenient forum, (y) the venue of such suit, proceeding, claim, demand, action or proceedings. cause of action against such party is improper or (Dz) The Client hereby understands and this Warrant, or the subject matter hereof, may not be enforced against such party in or by such courts. Each of the parties hereto agrees that the opening of, the holding of all or any part of the Property in, and the delivery service of any Securities and other Property process, summons, notice or document by registered mail to such party’s respective address set forth in Section 18 shall be effective service of process for any such suit, proceeding, claim, demand, action or from, the Custody Account and Custody Cash Account and the performance cause of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldaction.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (of the Commonwealth of Virginia applicable to agreements made and not to be performed entirely within the laws Commonwealth of conflict) Virginia without regard to principles of conflicts of law. Both parties irrevocably submit to the exclusive jurisdiction of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State Commonwealth of New York shall have jurisdiction to hear and determine Virginia located in Arlington, Virginia or the United States Federal District Court located in the Eastern District of Virginia for the purposes of any suit, action or proceeding, and to settle any disputes, which may arise other proceeding arising out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Agreement. Each party hereto waives any objection it may have at any time to the laying of venue further agrees that service of any actions process, summons, notice or proceedings brought document by U.S. registered mail to a party's address set forth in a court the Agreement shall be effective service of process for any action, suit or proceeding in the State Commonwealth of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, Virginia with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment matters to which it or its revenues or assets might otherwise be entitled has submitted to jurisdiction as set forth above in any actions or proceedings in such courtsthe immediately preceding sentence. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY AND ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, and irrevocably agreesSUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT IN ANY SUCH COURT AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, to the fullest extent permitted by applicable law, that it will not claim such immunity SUIT OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The prevailing party in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening ofaction will be awarded its reasonable damages, the holding of all or any part of the Property incosts, and the delivery of any Securities and other Property to expenses (including attorneys' fees) incurred in prosecuting or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is helddefending such litigation.

Governing Law and Jurisdiction. (Aa) This Agreement shall be governed by and construed THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) The parties hereby irrevocably submit to the jurisdiction of any federal court located in accordance with New York County in the internal laws (and not the laws of conflict) of the state State of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take or, where any proceedings in relation hereto before any other such court of competent does not have jurisdiction, that the courts any court of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or located in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought New York County in a court of the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any action, suit or proceeding, shall be heard and determined in such a state or federal court located in the City of New York, waives any claim and that such actions jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. The parties hereby waive, and agree not to assert, as a defense in any action, suit or proceedings have been brought proceeding for the interpretation or enforcement hereof or in an inconvenient forum respect of any such transaction, that it is not subject to such jurisdiction. The parties hereby waive, and further waives the right agree not to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waivesassert, to the fullest maximum extent permitted by applicable law, with as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtsuch transaction, (iii) relief that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by way such courts. The parties hereby consent to and grant any such court jurisdiction over the person of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), such parties and (v) execution or enforcement over the subject matter of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands dispute and agrees that the opening ofmailing of process or other papers in connection with any such action, the holding of all suit or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist proceeding in the country manner provided in which the Property is heldSection 13.1 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof).

Governing Law and Jurisdiction. This Guaranty and each Other Document (Aunless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) This Agreement shall shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, without regard to any conflict of laws principles which would have the effect of applying the laws of any other jurisdiction. Any judicial proceeding brought by or against any Guarantor with respect to any of the Obligations, this Guaranty, the Credit Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Guaranty, each Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Each Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 of the Credit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at the Agent’s option, by service upon Borrowing Agent which each Guarantor irrevocably appoints as such Guarantor’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by Applicable Law or shall limit the right of the Agent or any Secured Party to bring proceedings against any Guarantor or any Borrower in the courts of any other jurisdiction. Each Guarantor waives any claim that such actions objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceedings have been brought in an inconvenient venue or based upon forum and further non conveniens. Each Guarantor waives the right to object that remove any judicial proceeding brought against such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled Guarantor in any actions state court to any federal court. Any judicial proceeding by any Guarantor against the Agent or proceedings in such courtsany Secured Party involving, and irrevocably agreesdirectly or indirectly, to the fullest extent permitted by applicable law, that it will not any matter or claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening way arising out of, the holding of all related to or connected with this Guaranty or any part of the Property inrelated agreement, and the delivery of any Securities and other Property to shall be brought only in a federal or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist state court located in the country in which the Property is heldCounty of New York, State of New York.

Governing Law and Jurisdiction. (A) This Agreement A. The parties hereto agree that this Credit Agreement, the Notes, Security Agreement, Subordination Agreement, Guaranties, Mortgages, Pledge Agreement, etc. and all obligations thereunder shall be governed by and construed shall be interpreted in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right unless specifically agreed to object that such court does not have jurisdiction over such partyotherwise. B. In any litigation (C) The Client irrevocably waives, whether or not arising out of or referring to the fullest extent permitted by applicable lawFacility Documents or any other obligations or liabilities of Borrower to Lender) in which Lender and, with Borrower shall be adverse parties, each party hereto, BEING FULLY AWARE OF, AND UNDERSTANDING THE LEGAL CONSEQUENCES, IRREVOCABLY, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES TRIAL BY JURY ON ALL ISSUES. C. Borrower agrees that any action, proceeding or claim brought against it, arising out of, or relating in any way to the Facility, may be brought and enforced in the Supreme Court of the State of New York, or the United States District Court for the Southern District of New York, and hereby irrevocably submits to each such jurisdiction, which jurisdiction shall be non-exclusive, at Agent’s option. With respect to itself any such action, proceeding or claim, Borrower consents to accept service of process and any legal summons to be served upon it, and consents that same may be served by mailing a copy thereof to its revenues and assets (irrespective of their use or intended use), all immunity last known addresses appearing on the grounds records of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order Lender. Such mailing shall be deemed proper service for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment)all purposes, and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise shall be entitled in any actions or proceedings in such courts, legal and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity binding upon Borrower in any such actions action or proceedingsclaim. Borrower specifically waives any defense based on lack of personal jurisdiction, improper venue, and/or inconvenient forum. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be Note is governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court Laws of the State of New York, waives without regard to conflicts of law principles. Maker hereby irrevocably and unconditionally (i) agrees that any claim that legal action, suit or proceeding arising out of or relating to this Note may be brought by Xxxxx in a state or federal court located in the State of New York, and (ii) submits to the exclusive jurisdiction of any such actions court in any such action, suit or proceedings have been brought proceeding. Final judgment against Maker in an inconvenient forum any action, suit or proceeding shall be conclusive and further waives may be enforced in any other jurisdiction by suit on the judgment. Nothing in this paragraph shall affect the right of Payee to object that such (i) commence legal proceedings or otherwise sue Maker in any other court does not have having jurisdiction over Maker, or (ii) serve process upon Maker in any manner authorized by the Laws of any such party. (C) The Client jurisdiction. Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawLaw, with respect any objection that it may now or hereafter have to itself and its revenues and assets (irrespective the laying of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction venue of any court, (iii) relief by way action or proceeding arising out of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment relating to which it or its revenues or assets might otherwise be entitled this Note in any actions or proceedings court referred to in such courts, this paragraph and irrevocably agrees, the defense of an inconvenient forum to the fullest extent permitted by applicable law, that it will not claim maintenance of such immunity action or proceeding in any such actions or proceedingscourt. MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 28.1 This Agreement agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of Guernsey and the state of New York. The Client agrees parties hereby irrevocably agree for the exclusive benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Secured Party that the courts of the State of New York shall Guernsey are to have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits agreement (including any dispute relating to the non-exclusive jurisdiction existence, validity or termination of this agreement) and that accordingly any suit, action or proceeding arising out of or in connection with this agreement (in this clause referred to as Proceedings) may be brought in such courtscourt. 28.2 Nothing contained in this clause shall limit the right of the Secured Party to take Proceedings against the Debtor in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. 28.3 the Debtor irrevocably waives (Band irrevocably agrees not to raise) Each party hereto waives any objection which it may have at any time now or hereafter to the laying of venue taking of any actions or proceedings brought Proceedings in a any such court of the State of New York, waives as referred to in this clause and any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and further waives the right to object irrevocably agrees that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any a judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity Proceedings brought in any such actions court as is referred to in this clause shall be conclusive and binding upon the Debtor and may be enforced in the court of any other jurisdiction. One ordinary share of £0.01 of the Company (being the entire issued share capital of the Company). Date We hereby give you notice that, pursuant to a security interest agreement dated on or proceedings. (D) The Client hereby understands about the date hereof made between the Debtor and agrees that the opening ofSecured Party, the holding Debtor has created security in respect of all or any part one ordinary share of £0.01 of the Property in, Company (being the entire issued share capital of the Company) registered in the name of the Debtor (the Securities) by giving possession to the Secured Party of the certificates of title relating to the Securities. The Debtor has also created security over all rights of the Debtor derived from or connected to the Securities (the Related Rights) by assigning title thereof. This notice may not be varied or revoked without the Secured Party's prior written consent. This notice may be executed in any number of counterparts and by each party on a separate counterpart each of which counterparts when so executed and delivered shall be an original but all such counterparts shall together constitute one and the delivery of any Securities same instrument. Please sign and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject forward to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures Secured Party at the above address the enclosed form of acknowledgement (for the attention of This notice shall be governed by and practices construed in accordance with the laws of Guernsey. Ares Management Limited By: Name: Title: SIGNATURE PAGE – SHARE SIA SCHEDULE 2 (iS.1.3) to which NOTICE Acknowledgement To: Seed Midco Limited (the Custodian, or any Subcustodian or Clearance System, is subject and Debtor) And: Ares Management Limited (iiSecured Party) as exist in From: Seed Bidco Limited (the country in which the Property is held.Company)

Governing Law and Jurisdiction. (A) This Agreement shall be Note is governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court Laws of the State of New York, waives without regard to conflicts of law principles. Maker hereby irrevocably and unconditionally (i) agrees that any claim that legal action, suit or proceeding arising out of or relating to this Note may be brought by Pxxxx in a state or federal court located in the State of New York, and (ii) submits to the exclusive jurisdiction of any such actions court in any such action, suit or proceedings have been brought proceeding. Final judgment against Maker in an inconvenient forum any action, suit or proceeding shall be conclusive and further waives may be enforced in any other jurisdiction by suit on the judgment. Nothing in this paragraph shall affect the right of Payee to object that such (i) commence legal proceedings or otherwise sue Maker in any other court does not have having jurisdiction over Maker, or (ii) serve process upon Maker in any manner authorized by the Laws of any such party. (C) The Client jurisdiction. Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawLaw, with respect any objection that it may now or hereafter have to itself and its revenues and assets (irrespective the laying of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction venue of any court, (iii) relief by way action or proceeding arising out of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment relating to which it or its revenues or assets might otherwise be entitled this Note in any actions or proceedings court referred to in such courts, this paragraph and irrevocably agrees, the defense of an inconvenient forum to the fullest extent permitted by applicable law, that it will not claim maintenance of such immunity action or proceeding in any such actions or proceedingscourt. MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 21.1 This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) Saint Xxxxxxx and the Grenadines. 21.2 In the event of a dispute arising out of or relating to the Agreement, the Client irrevocably agrees that these parties to the Agreement shall first seek settlement of that dispute with the Company under the dispute resolution mechanism set out in a Clause 23. 21.3 The Company is a member of the state of New Yorkindependent dispute resolution organization The Financial Commission (xxx.xxxxxxxxxxxxxxxxxxx.xxx) (hereinafter, “Commission”). The All Clients are entitled to file a complaint with the Commission to resolve a dispute that arises if this complaint cannot be resolved through the Company's internal dispute resolution process. 21.4 With respect to any proceedings, the Client irrevocably: a) agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of Saint Xxxxxxx and the State of New York Grenadines shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or disputes in connection with this Agreement the Agreement; and, for such purposes, irrevocably b) submits to the non-exclusive jurisdiction of such courts.the courts of Saint Xxxxxxx and the Grenadines; and (Bc) Each party hereto waives his/her right to any objection it which the Client may have at any time to the laying of venue filing of any actions or proceedings brought legal cases in a court of the State of New York, waives any such courts; and d) agrees not to claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object or that such court does not have jurisdiction over such partythe Client. (C) 21.5 The Client irrevocably waives, waives to the fullest extent permitted by applicable law, with respect to itself the Client and its the Client’s revenues and assets (irrespective of their use or intended use), all immunity on the (including but not limited to grounds of sovereignty for diplomatic immunity or other similar grounds grounds) from (ia) suitsuit or arbitral proceedings, (iib) the jurisdiction of any courtcourts, (iiic) relief by way of injunction, order for specific performance performance, or for recovery of property, (ivd) attachment of its their assets (whether obtained before or after judgment), ) and (ve) the execution or enforcement of any judgment to which it the Client or its the Client's revenues or assets might otherwise be entitled the subject matter in any actions or proceedings in such courts, the courts of any jurisdiction and irrevocably agrees, agrees to the fullest extent permitted by any applicable law, that it will law that 21.6 In the case of a dispute which cannot claim such immunity be resolved following the Dispute Resolution procedure provided in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening ofClause 23 below, the holding of all or any part parties submit to the jurisdictions of the Property in, Courts of Saint Xxxxxxx and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldGrenadines.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by by, and construed and enforced in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives without regard to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably agrees that all Proceedings arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought, heard and determined in any New York State or federal court sitting in the Borough of Manhattan in the City of New York. Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of the aforesaid courts for the purpose of any Proceeding arising out of or relating to this Agreement or the rights and obligations arising hereunder brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense, counterclaim, or otherwise, in any such Proceeding, any claim that such actions it or proceedings have been its property is not subject personally to the jurisdiction of the above-named courts, that the Proceeding is brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable lawforum, that it will the venue of the Proceeding is improper, or that this Agreement, the Transaction or any of the other transactions contemplated by this Agreement may not claim be enforced in or by any of the above-named courts. Each party agrees that service of process upon such immunity party in any such actions action or proceedings. (D) The Client hereby understands proceeding shall be effective if notice is given in accordance with Section 10.05. Each party hereto irrevocably designates CT Corporation as its agent and agrees that attorney-in-fact for the opening of, acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the holding taking of all such acts as may be necessary or any part of appropriate in order to confer jurisdiction over it before the Property in, above-named courts and the delivery of any Securities each party hereto stipulates that such consent and other Property to or from, the Custody Account appointment is irrevocable and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldcoupled with an interest.

Governing Law and Jurisdiction. (A) 16.1 This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) England. 16.2 Each of the state of New York. The Client parties hereto other than the Security Trustee irrevocably agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any each other court of competent jurisdiction, party that the courts of the State of New York England shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement Agreement, and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) 16.3 Each party hereto other than the Security Trustee irrevocably waives any objection which it may might now or hereafter have at any time to the laying courts of venue England referred to above being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. 16.4 This Clause 16 is for the benefit of the Security Trustee and as a result each party hereto acknowledges that this Clause 16 does not prevent the Security Trustee from taking any suit, action or proceeding in any other courts with jurisdiction. To the extent allowed by law, the Security Trustee may take concurrent proceedings in any number of jurisdictions. 16.5 Each party hereto (if it is not incorporated in England) irrevocably appoints the person specified against its name on the execution pages hereto below to accept service of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum process on its behalf and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, undertakes to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, other parties hereto that it will not claim such immunity at all times during the continuance of this Agreement maintain the appointment of some person in any such actions or proceedings. (D) The Client hereby understands England as its agent for the service of process and irrevocably agrees that the opening of, the holding of all or any part of the Property in, and the delivery service of any Securities and writ, notice or other Property to or from, document for the Custody Account and Custody Cash Account and the performance purposes of any activities contemplated suit, action or proceeding in this Agreement the courts of England shall be duly served upon it if delivered or sent by the Custodian, including acting on any Instructions, are subject registered post to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices address of such appointee (i) or to which such other address in England as that party may notify to the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldother parties hereto).

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state The Laws of New York. The Client agrees for South Wales, Australia governs this Agreement and the benefit of the Custodian and, without prejudice parties submit to the right exclusive jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of New South Wales and of the Commonwealth of Australia. 1 The Subcontractor must: (a) spend the Fee only for the purpose of the Project; (b) return unspent funds to UNSW at the conclusion of the Project; and (c) provide a financial acquittal 30 days after the conclusion of the Project. 2.1 Unless otherwise indicated, the terms used in this special condition 2of Schedule 1 have the meaning given to them in Australia’s Foreign Relations (State and Territory Arrangements) Act 2020 (the Act). 2.2 If UNSW reasonably determines that this Agreement is a “subsidiary arrangement” under the Act, then notwithstanding any other provision of New York shall have jurisdiction this Agreement: (a) UNSW may give a notice in respect of this Agreement (and any other arrangement contemplated by this Agreement) to hear and determine any suit, action or proceedingthe Minister under the Act, and as a result information about this Agreement will appear on a publicly available Register; (b) If (whether or not UNSW has notified the Minister of this Agreement) the Minister makes a declaration under the Act in respect of this Agreement:‌ (i) UNSW may take all actions which UNSW reasonably determines to settle any disputes, which may arise out of be necessary to ensure UNSW’s compliance with the Act and with the declaration made under the Act (including ceasing to perform this Agreement in whole or in connection part); and‌ (ii) the Subcontractor must, at its own cost, promptly cooperate with UNSW to do all things reasonably necessary to give effect to the declaration and to the actions taken by UNSW as referred to in paragraph (b)(i) including, without limitation, negotiating in good faith with UNSW to enter into a variation required by the declaration; and (c) UNSW will not be in breach of this Agreement and, for such purposes, irrevocably submits and will not have any liability to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives Subcontractor or to any objection it may have at any time to other person claiming through the laying of venue Subcontractor as a result of any actions referred to in paragraph (b)(i) or proceedings brought in otherwise as a court result of the State of New Yorkdeclaration, waives including any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right failure to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and fulfill its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part obligations under this Agreement as a result of the Property indeclaration, and the delivery of Subcontractor releases and discharges UNSW (and its officers, employees and agents) from any Securities and other Property to or fromliability in connection with, the Custody Account actions taken by UNSW to comply with the Act. 2.3 The parties acknowledge and Custody Cash Account and agree that if it is proposed to vary this Agreement, the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject above provisions will apply equally to the relevant local lawsvariation, regulations, decrees, orders, government acts, customs, procedures and practices (i) as if references above to which “this Agreement” were references to the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldvariation agreement.

Governing Law and Jurisdiction. (Aa) This The Notes, the Receipts, the Coupons and the Agency Agreement and any non-contractual obligations arising out of or in connection therewith are governed by, and shall be governed by and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian andEngland, without prejudice except as to the right dematerialisation and the registration of Notes in VP which are governed by, and shall be construed in accordance with, the Custodian to take any proceedings in relation hereto before any other court laws of competent jurisdiction, that the Denmark. (b) The courts of the State of New York shall England are to have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement andthe Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Agency Agreement, for the Notes, the Receipts or the Coupons (the “Proceedings”) may be brought in such purposes, courts. The Issuer irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto courts and waives any objection it may have at any time to Proceedings in such courts whether on the laying ground of venue of any actions or proceedings brought in a court of on the State of New York, waives any claim ground that such actions or proceedings the Proceedings have been brought in an inconvenient forum forum. This submission is made for the exclusive benefit of each of the Noteholders, Receiptholders and further waives Couponholders and shall not limit the right of any of them to object that such take Proceedings in any Danish court does not have of competent jurisdiction over such partyor to take steps anywhere relating to the conservation of assets or the enforcement or execution of a judgment in connection with Proceedings in England or The Kingdom of Denmark. (Cc) The Client Issuer irrevocably waivesappoints Law Debenture Corporate Services Limited, currently at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx as its agent for service of process in any Proceedings before the English courts on its behalf in connection with the Notes. The Issuer further irrevocably agrees that no immunity (to the fullest extent permitted by applicable lawthat it may now or hereafter exist, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity whether on the grounds of sovereignty or similar grounds otherwise) from (i) suit, (ii) jurisdiction any Proceedings or from execution of any court, (iii) relief judgment shall be claimed by way or on behalf of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or with respect to its revenues or assets might otherwise be entitled in assets, any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that being irrevocably waived by the opening of, the holding of all or any part of the Property inIssuer, and the delivery Issuer irrevocably consents generally in respect of any Securities and other Property Proceedings to the giving of any relief or fromthe issue of any process in connection with any Proceedings including, without limitation, the Custody Account and Custody Cash Account and the performance making, enforcement or execution against any property whatsoever of any activities contemplated order or judgment which may be made or given in this Agreement by the Custodian, including acting on connection with any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldProceedings.

Governing Law and Jurisdiction. (A) This Agreement A. The parties hereto agree that this Credit Modification Agreement, the Note, the Pledge Modification Agreement, the Second Pledge Modification Agreement, the Notes, Security Agreement, guaranty, Subordination Agreement, etc. and all obligations thereunder shall be governed by and construed shall be interpreted in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right unless specifically agreed to object that such court does not have jurisdiction over such partyotherwise. B. In any litigation (C) The Client irrevocably waives, whether or not arising out of or referring to the fullest extent permitted by applicable lawFacility Documents or any other obligations or liabilities of Borrower to Lender) in which Lender and, with Borrower shall be adverse parties, each party hereto, BEING FULLY AWARE OF, AND UNDERSTANDING THE LEGAL CONSEQUENCES, IRREVOCABLY, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES TRIAL BY JURY ON ALL ISSUES. C. Borrower agrees that any action, proceeding or claim brought against it, arising out of, or relating in any way to the Facility, may be brought and enforced in the Supreme Court of the State of New York, or the United States District Court for the Southern District of New York, and hereby irrevocably submits to each such jurisdiction, which jurisdiction shall be non-exclusive, at Agent’s option. With respect to itself any such action, proceeding or claim, Borrower consents to accept service of process and any legal summons to be served upon it, and consents that same may be served by mailing a copy thereof to its revenues and assets (irrespective of their use or intended use), all immunity last known addresses appearing on the grounds records of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order Lender. Such mailing shall be deemed proper service for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment)all purposes, and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise shall be entitled in any actions or proceedings in such courts, legal and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity binding upon Borrower in any such actions action or proceedings. (D) The Client hereby understands and agrees that the opening ofclaim. Borrower specifically waives any defense based on lack of personal jurisdiction, the holding of all or any part of the Property inimproper venue, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.and/or inconvenient forum..

Governing Law and Jurisdiction. (Aa) In respect of the Credit Agreement: (i) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflictthe Province of Ontario and the federal laws of Canada applicable therein. (ii) Each of the state parties hereto other than the Administrative Agent hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of New York. The Client agrees any Ontario court or Canadian federal court sitting in Toronto, Ontario in any action or proceeding arising out of or relating to this Agreement, or for the benefit recognition or enforcement of any judgment, and each of the Custodian andparties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Province of Ontario or, without prejudice to the right extent permitted by law, in such federal court. Each of the Custodian to take parties hereto agrees that a final judgment in any proceedings such action or proceeding shall be conclusive and may be enforced in relation hereto before other jurisdictions by suit on the judgment or in any other court of competent jurisdictionmanner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtsjurisdiction. (Biii) Each party of the parties hereto waives other than the Administrative Agent hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have at any time to the laying of venue of any actions suit, action or proceedings brought proceeding arising out of or relating to this Agreement in a any court referred to in paragraph (b) of this Section. Each of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, with the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (b) In respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from Guaranty: (i) suitTHIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). (ii) jurisdiction of any courtEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDER TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE GUARANTOR AGAINST THE ADMINISTRATIVE AGENT, THE LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK. (iii) relief by way of injunctionTHE GUARANTOR HEREBY IRREVOCABLY WAIVES, order for specific performance or for recovery of propertyTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL IMMUNITY (ivWHETHER ON THE BASIS OF SOVEREIGN OR OTHERWISE) attachment of its assets (whether before or after judgment)FROM JURISDICTION, and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courtsATTACHMENT AND EXECUTION, and irrevocably agreesBOTH BEFORE AND AFTER JUDGMENT, to the fullest extent permitted by applicable lawTO WHICH IT MIGHT OTHERWISE BE ENTITLED IN ANY ACTION OR PROCEEDING IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX, that it will not claim such immunity in any such actions or proceedingsXXX XXXXXX XXXXXX COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY OTHER JURISDICTION IN ANY WAY RELATING TO THIS AGREEMENT AND AGREES THAT IT WILL NEITHER RAISE NOR CLAIM ANY SUCH IMMUNITY AT OR IN RESPECT OF ANY SUCH ACTION OR THE PROCEEDING. (Dc) The Client hereby understands and agrees that Each party to this Agreement irrevocably consents to service of process in the opening of, the holding of all or any part manner provided for notices in Section 8.01 of the Property inCredit Agreement and, in the case of the Sellers and Servicers, Section 9.03 of the delivery of any Securities Amended and other Property Restated Sale and Servicing Agreement dated September 26, 2019 (as amended, restated, supplemented, replaced or otherwise modified from time to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated time). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldlaw.

Governing Law and Jurisdiction. (Aa) This THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SIMILAR SUCCESSOR PROVISION THERETO) BUT EXCLUDING ALL OTHER CONFLICT-OF-LAWS RULES. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Operative Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall be governed by and construed affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtsjurisdiction. (Bc) Each party of the parties hereto waives irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have at any time to the laying of venue of any actions suit, action or proceedings brought proceeding arising out of or relating to this Agreement or any other Operative Document in a court any New York State or federal court. Each of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective the defense of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, an inconvenient forum to the fullest extent permitted by applicable law, that it will not claim maintenance of such immunity action or proceeding in any such actions or proceedingscourt. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 18.1 This Agreement Lease and further agreements resulting herefrom shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) Laws of the state State of New York and without regard to any conflict of law rules. This Lease is being delivered in the State of New York. The Client agrees for . 18.2 Lessor and Lessee hereby irrevocably agree to submit to the benefit non-exclusive jurisdiction of, and to waive any objection to the laying of venue in, the County of New York and that any suit, action or proceedings (collectively, "Proceedings") may be brought by Lessor in any court of the Custodian andState of New York or any U.S. Federal court located in New York County, without prejudice to New York. 18.3 Nothing contained in this Article 18 shall limit the right of the Custodian either party to this Lease to take any proceedings Proceedings against the other in relation hereto before any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. 18.4 Promptly after service of any process Lessor or Lessee shall despatch a copy thereof to Lessee or Lessor, as the case may be, by registered mail, postage prepaid but failure of Lessee or Lessor, as the case may be, to receive such copy shall not invalidate the service of such process. 18.5 To the extent that the courts of the State of New York shall have parties may in any jurisdiction to hear and determine any claim for their or their assets immunity from suit, action execution, attachment (whether in aid of execution, before judgment or proceeding, otherwise) or other legal process and to settle the extent that in any disputes, which such jurisdiction there may arise out of be attributed to themselves or in connection with this Agreement and, for their assets such purposes, immunity (whether or not claimed) the parties hereby irrevocably submits agree not to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives claim and hereby irrevocably waive any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, immunity to the fullest extent permitted by applicable lawthe laws of such jurisdiction with the intent, with respect inter alia, that the foregoing waiver shall have effect for the purposes of the Foreign Sovereign Immunities Act of 1976 of the United States of America. 18.6 Lessee and Lessor shall each at all times maintain an agent for service of process in the New York, New York. For Lessee, such agent shall be Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx, Attn: Xxxx Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-4697. For Lessor, such agent shall be Haight, Xxxxxxx, Poor & Xxxxxx, Attn: Xxxxx X.X. Xxxx, 000 Xxxxxxxx, Xxx Xxxx, XX 00000. Any writ, judgment or other notice of legal process shall be sufficiently served on Lessee or Lessor if delivered to itself such agent at its address for the time being. Each of Lessee and its revenues and assets (irrespective of their use or intended use), all immunity on Lessor undertakes that if it shall revoke the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment authority of its assets (whether before above agent or after judgment), and (v) execution or enforcement of if for any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in reason any such actions agent no longer serves as agent to receive service of process, Lessee or proceedingsLessor, as the case may be, shall promptly appoint another such agent and advise Lessor or Lessee, as the case may be, thereof. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) 15.1 This Agreement, including Clause 15.2 hereof, and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise Netherlands. 15.2 Any disputes arising out of or in connection with this Agreement andincluding, for such purposeswithout limitation, irrevocably submits any disputes relating to any non-contractual obligations arising out of or in connection with this Agreement shall be submitted to the non-exclusive jurisdiction of such courts.the competent court in Amsterdam, the Netherlands. (signature page follows) by : by : title : title : by : by : title : title : by : by : title : title : (Bi) Each party hereto waives any objection it may have at any time to is a public limited liability company (naamloze vennootschap), duly incorporated and validly existing under the laying of venue of any actions or proceedings brought in a court laws of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum Netherlands; (ii) it is duly licensed under the CRR and further waives the right Wft to object that such court operate as a bank; (iii) it does not have jurisdiction over a conflict of interest with any of its managing directors (bestuur) with respect to entering into the Transaction Documents or, if there is a conflict of interest it has been timely and adequately disclosed to its general meeting of shareholders and such general meeting of shareholders has not appointed other persons than its managing directors for its representation; (iv) all corporate or other action required to be taken in order (i) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) to ensure that those obligations are valid, legally binding and enforceable have been taken; (v) the obligations expressed to be assumed by it in this Agreement and the other Transaction Documents to which it is a party are legal and valid obligations binding on it and enforceable in accordance with the terms thereof subject to the laws of bankruptcy and other laws affecting the rights of creditors generally; (vi) the execution of this Agreement and the other Transaction Documents to which it is a party and any other document executed or to be executed hereunder and thereunder by it and the performance of obligations hereunder and thereunder are in its corporate interests and do not (i) violate any law or regulation, judgment or authorisation, approvals, licenses or contracts applicable to it or (ii) violate its articles of association, or (iii) conflict with or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which, in each case, it is a party or is subject or by which it or any of its assets is bound; (vii) it is not in breach of, or in default under, any agreement to an extent or in a manner which has or which could have a Material Adverse Effect on it or on its ability to perform its obligations under this Agreement or under any of the other Transaction Documents to which it is a party; (viii) no Assignment Notification Event has occurred or will occur as a result of the entering into or performance of this Agreement and the other Transaction Documents to which it is a party; (ix) it has obtained every licence, approval or authorisation from and has made every notification or filing to any Netherlands governmental authority, bureau or agency, including the Dutch Central Bank (De Nederlandsche Bank N.V.), required in connection with the entering into or performance of this Agreement and the other Transaction Documents to which it is a party; (x) it has not been declared bankrupt nor has it applied for a declaration of bankruptcy nor has it become subject to any analogous insolvency proceedings under any applicable law, or, as the case may be, it has not taken any corporate action nor have steps been taken or legal proceedings been instituted or threatened against it for its entering into a suspension of payments (surseance van betaling) or bankruptcy (faillissement) or any analogous insolvency proceedings under any applicable law or for the appointment of a receiver or similar officer of it or of any or all of its assets (bewindvoerder aangesteld); (xi) it has not taken any corporate action nor have any steps been taken or legal proceedings been instituted or threatened against it for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) or for its being converted into a foreign legal entity (conversie) nor have any of its assets been placed under administration (onder bewindstelling) pursuant to such proceedings by the relevant court; and (xii) no litigation, arbitration or administrative proceeding has been instituted, or is pending, or, to the best of its belief, threatened which might have a Material Adverse Effect on it or on its ability to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, each mortgage receivable is subject and (ii) as exist in the country in which the Property is held.an Eligible Receivable; and

Governing Law and Jurisdiction. (A) This Agreement The Notes are governed by, and shall be governed by and construed in accordance with the internal laws (and not with, the laws of conflict) of the state of New YorkEngland and Wales. The Client Issuer irrevocably agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, each Noteholder that the courts of the State of New York England shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement andthe Agency Agreement, for such purposesthe Notes and/or the coupons and that, irrevocably submits accordingly, any suit, action or proceedings arising out of or in connection therewith (together referred to the non-exclusive jurisdiction of as "Proceedings") may be brought in such courts. (B) Each party hereto . The Issuer hereby irrevocably waives any objection which it may have at any time now or hereafter to the laying of venue of any actions or proceedings brought such Proceedings in a any such court of the State of New York, waives and any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and further waives the right to object hereby irrevocably agrees that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any a judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions Proceedings brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction pursuant to any Proceedings in such other jurisdiction. Nothing contained in this Condition 17 shall limit any right to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or proceedings. (D) more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. The Client hereby understands and Issuer agrees that the opening ofdocuments which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, acting as the Issuer's agent for service of process in England. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the holding Issuer shall forthwith appoint a further person in England to accept service of all process on its behalf and deliver to the Agent a copy of the new agent's acceptance of such appointment within 15 days. Nothing in this Condition 17 shall affect the right of any Agent to serve process in any other manner permitted by law. This Condition applies to Proceedings in England and to Proceedings elsewhere. The following (subject to amendment) are the terms and conditions of the Notes which will be endorsed on the Definitive Notes, if issued, and will be attached and (subject to the provisions thereof) apply to each Global Note. The £150,000,000 5.375 per cent. subordinated notes due 2015 (the "Subordinated Notes", which expression shall include any further notes issued pursuant to Condition 14 (Further Issues) and forming a single series herewith) of The Northern Trust Company (the "Issuer") are the subject of a fiscal agency agreement (as amended or supplemented from time to time, the "Agency Agreement"), dated March 11, 2005, between the Issuer and Kredietbank S.A. Luxembourgeoise, as Fiscal Agent (the "Agent", which expression shall include any successor fiscal agent appointed from time to time in connection with the Subordinated Notes) and the paying agents named therein (the "Paying Agents", which expression shall include any successor or additional paying agents in their capacity as such and any substitute or any part additional paying agents appointed from time to time in connection with the Subordinated Notes and so long as the Subordinated Notes are listed on the Luxembourg Stock Exchange shall include a Paying Agent whose Specified Office (as defined in the Agency Agreement) is in Luxembourg). The issue of the Property inSubordinated Notes was authorised by a resolution of the board of directors of the Issuer on February 15, 2005. Copies of the Agency Agreement are available for inspection during normal business hours at the principal office of the Agent (presently at 00 Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx) and at the delivery Specified Offices of any Securities the Paying Agents. Certain provisions of these Conditions are summaries of the Agency Agreement and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to its detailed provisions. The holders of the relevant local lawsSubordinated Notes (the "Noteholders") are entitled to the benefit of the Deed of Covenant (the "Deed of Covenant") dated March 11, regulations2005, decreesand made by the Issuer. The original of the Deed of Covenant is held by a common depositary on behalf of Euroclear Bank S.A./N.V., ordersas operator of the Euroclear System ("Euroclear") and Clearstream Banking, government actssociété anonyme Luxembourg ("Clearstream, customsLuxembourg"). The Noteholders are entitled to the benefit of, procedures are bound by, and practices (i) are deemed to which have notice of, all the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in provisions of the country in which the Property is heldAgency Agreement.

Governing Law and Jurisdiction. (A) 18.1 This Agreement and further agreements resulting herefrom shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) Laws of the state State of New York and without regard to any conflict of law rules. This Agreement is being delivered in the State of New York. The Client agrees for . 18.2 Lessor and Lessee hereby irrevocably agree to submit to the benefit non-exclusive jurisdiction of, and to waive any objection to the laying of venue in, the County of New York and that any suit, action or proceedings (collectively, "Proceedings") may be brought by Lessor in any court of the Custodian andState of New York or any U.S. Federal court located in New York County, without prejudice to New York. 18.3 Nothing contained in this Article 19 shall limit the right of the Custodian either party to this Agreement to take any proceedings Proceedings against the other in relation hereto before any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. 18.4 Promptly after service of any process the Lessor or Lessee shall despatch a copy thereof to Lessee or Lessor, as the case may be, by registered mail, postage prepaid but failure of Lessee or Lessor, as the case may be, to receive such copy shall not invalidate the service of such process. 18.5 To the extent that the courts of the State of New York shall have parties may in any jurisdiction to hear and determine any claim for their or their assets immunity from suit, action execution, attachment (whether in aid of execution, before judgment or proceeding, otherwise) or other legal process and to settle the extent that in any disputes, which such jurisdiction there may arise out of be attributed to themselves or in connection with this Agreement and, for their assets such purposes, immunity (whether or not claimed) the parties hereby irrevocably submits agree not to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives claim and hereby irrevocably waive any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, immunity to the fullest extent permitted by applicable lawthe laws of such jurisdiction with the intent, with respect inter alia, that the foregoing waiver shall have effect for the purposes of the Foreign Sovereign Immunities Act of 1976 of the United States of America. 18.6 Lessee and Lessor shall each at all times maintain an agent for service of process in the New York, New York. For Lessee, such agent shall be Winston & Xxxxxx, Attn: R. Xxxx Xxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. For Lessor, such agent shall be Haight, Gardner, Poor & Xxxxxx, Attn: Xxxx X. Xxxxxxxxx, 000 Xxxxxxxx, Xxx Xxxx, XX 00000. Any writ, judgment or other notice of legal process shall be sufficiently served on Lessee or Lessor if delivered to itself such agent at its address for the time being. Each of Lessee and its revenues and assets (irrespective of their use or intended use), all immunity on Lessor undertakes that if it shall revoke the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment authority of its assets (whether before above agent or after judgment), and (v) execution or enforcement of if for any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in reason any such actions agent no longer serves as agent to receive service of process, Lessee or proceedingsLessor, as the case may be, shall promptly appoint another such agent and advise Lessor or Lessee, as the case may be, thereof. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (A) This Agreement in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction Jersey without giving effect to hear and determine any suit, action choice or proceeding, and to settle any disputes, which may arise out conflict of law provision or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. rule (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court whether of the State of New YorkJersey or any other jurisdiction). Any legal suit, waives any claim that such actions action, or proceedings have been brought proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively instituted in an inconvenient forum and further waives the United States District Court for the District of New Jersey or in the Superior Court of New Jersey in Hunterdon County, although we retain the right to object that bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You irrevocably submit to the exclusive jurisdiction of such courts (and any appellate court does not have with jurisdiction over appeals therefrom) in any such party. (C) The Client irrevocably waivessuit, action or proceeding and waive, to the fullest extent permitted by applicable law, any objection that you may now or hereafter have with respect to itself and its revenues and assets venue or inconvenient forum. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (irrespective of their use or intended use)1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, all immunity on SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. No waiver by the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction Company of any court, (iii) relief by way term or condition set out in these Terms of injunction, order for specific performance Use shall be deemed a further or for recovery continuing waiver of property, (iv) attachment such term or condition or a waiver of its assets (whether before any other term or after judgment)condition, and (v) execution any failure of the Company to assert a right or enforcement provision under these Terms of Use shall not constitute a waiver of such right or provision. If any judgment provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to which it be invalid, illegal, or its revenues unenforceable for any reason, such provision shall be eliminated or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, limited to the fullest minimum extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part remaining provisions of the Property in, Terms of Use will continue in full force and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldeffect.

Governing Law and Jurisdiction. (A) This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction applicable to hear and determine any suit, action or proceeding, agreements made and to settle any disputes, which may arise out of or be performed in connection with this Agreement and, for such purposes, irrevocably submits state. The Company and each Selling Shareholder hereby submit to the non-exclusive jurisdiction of such courts. the federal and state courts in the Borough of Manhattan in the City of New York (Bthe “New York Courts”) Each party hereto waives in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Selling Shareholder irrevocably and unconditionally waive any objection it may have at any time to the laying of venue of any actions suit or proceedings brought proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in a the New York Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court of the State of New York, waives that any claim that such actions suit or proceedings have proceeding in any such court has been brought in an inconvenient forum forum. The Company and each Selling Shareholder irrevocably appoint Law Debenture Corporate Services Inc., as their authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 17(b), shall be deemed in every respect effective service of process upon the Company and each Selling Shareholder, as applicable, in any such suit or proceeding. The Company and each Selling Shareholder further waives agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the right to object that such court does not have jurisdiction over such party. (C) date of this Agreement. The Client Company and each Selling Shareholder irrevocably waiveswaive, to the fullest extent permitted by applicable law, with respect any and all rights to itself and its revenues and assets trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company or a Selling Shareholder, as the case may be, has or hereafter may acquire any immunity (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds otherwise) from (i) suit, (ii) the jurisdiction of any court, (iii) relief by way of injunction, order for specific performance court or for recovery of property, (iv) attachment of from any legal process with respect to itself or its property and assets (whether before through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or after judgmentotherwise), the Company and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and Selling Shareholder hereby irrevocably agreeswaive, to the fullest extent permitted by applicable law, that it will not claim such immunity in respect of any such actions suit, action or proceedingsproceeding. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement shall be Deed, and all non-contractual obligations arising out of or in connection with it, is governed by and shall be construed in accordance with the internal laws (and not the laws of conflictIndia. (b) of Subject to sub-clause (d) below, the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, Parties agree that the courts of the State and tribunals of New York Delhi shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise dispute arising out of or in connection with this Agreement Deed or the Debentures (including any dispute regarding non- contractual obligations and any dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) (a “Dispute”) and accordingly any legal action or proceedings arising out of or in connection with this Deed or the Debentures (“Proceedings”) may be brought solely in such courts or tribunals and, for such purposes, irrevocably submits submit to the non-exclusive jurisdiction of such courtscourts and tribunals. (Bc) Each party hereto For the purpose of sub-clause (a) above, the Issuer agrees that the courts and tribunals of New Delhi are the most appropriate and convenient forum to settle Disputes, and irrevocably waives any objection which it may might now or hereafter have at any time to the laying of venue of any actions or proceedings brought in a court of the State courts and tribunals of New York, waives Delhi being nominated as the forum to hear and determine any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such partyDisputes. (Cd) Sub-clause (b) and (c) above are for the benefit of the Trustee and the Debentureholders only. As a result, the Trustee or a Debentureholder may bring Proceedings in any other courts or tribunals with jurisdiction. To the extent allowed by Xxx, the Trustee or a Debentureholder may bring concurrent Proceedings in any number of jurisdictions. (e) The Client Parties acknowledge and agree that no provision of this Deed nor the participation or joining by the Original Debentureholder in any Proceedings, in any way constitutes or implies a waiver, termination or modification by the Original Debentureholder of any privilege, immunity or exemption granted to it in its constitutive documents, international conventions, or applicable Law (including without limitation, the International Finance Corporation (Status, Immunities & Privileges) Act, 1958). (f) To the extent that the Issuer may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Deed or any other Transaction Document to which it is a party, from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Issuer irrevocably waivesagrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (g) The Issuer also consents with respect to any Dispute to the giving of any relief or the issue of any process in connection with such Dispute including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. (h) To the extent that the Issuer may be entitled in any proceedings relating to a Dispute or in any proceedings arising out of or in connection with any Transaction Document (including any dispute regarding non-contractual obligations and any dispute regarding the existence, validity or termination of the Transaction Document) to which the Issuer is a party, to apply for or to require that the Trustee or any Debentureholder post any security for the costs of the Issuer or for any other matter, the Issuer agrees that it will not apply or impose that requirement and, accordingly, it irrevocably waives any such entitlement that it may otherwise have to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedingsLaw. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client Borrower agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York and tribunals in [●] shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, disputes which may arise out of or in connection with this Agreement and, for Indenture and that accordingly any Proceedings arising out of or in connection with this Indenture may be brought in such purposes, courts or the tribunals and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of such courts. (B) Each party hereto those courts or tribunals. The Borrower irrevocably waives any objection it may have at any time now or in future, to decide of the laying of venue of any actions or proceedings brought Proceedings in a court of the State of New York, waives courts and tribunals at [●] and any claim that any such actions or proceedings Proceedings have been brought in an inconvenient forum and further waives irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals at [●] shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law. Nothing contained in this Section 27, shall limit any right of the Security Trustee or the other Finance Parties to object that take Proceedings in any other court or tribunal of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other competent jurisdiction whether concurrently or not and the Borrower irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such court does not or tribunal, and the Borrower irrevocably waives any objection it may have jurisdiction over such party. (C) The Client irrevocably waives, now or in the future to the fullest extent permitted by applicable lawlaying of the venue of any Proceedings, including any claim that any such Proceedings have been brought in an inconvenient forum. The Borrower hereby consents generally in respect of any Proceedings arising out of or in connection with respect any Financing Document to itself the giving of any relief, including interim and/or equitable reliefs, and its revenues and relief for specific performance, or the issue of any process in connection with such Proceedings including, without limitation, the making, enforcement or execution against any assets of the Borrower whatsoever (irrespective of their its use or intended use), all ) of any order or judgment which may be made or given in such Proceedings. To the extent that the Borrower may in any jurisdiction claim for itself or its assets immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtexecution, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether in aid of execution, before judgement or after judgment), otherwise) or other legal process and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions jurisdiction there may be attributed to itself or proceedings. its assets such immunity (D) The Client hereby understands and agrees that the opening ofwhether or not claimed), the holding of all or any part of the Property inBorrower hereby irrevocably agrees not to claim, and the delivery of any Securities and other Property to or fromhereby irrevocably waives, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldsuch immunity.

Governing Law and Jurisdiction. (Aa) This Agreement shall be governed by and construed in accordance with the internal laws THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF [*], WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. [page break] 27 Table of Contents (and not the laws of conflictb) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice parties hereby irrevocably submit to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at federal court located in [*] County in [*], or, where any time to the laying of venue of any actions or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction, any court of [*] located in [*] in [*] solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any action, suit or proceeding, shall be heard and determined in such a state or federal court located in [*], and that such jurisdiction over of such party. (C) courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. The Client irrevocably waivesparties hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. The parties hereby waive, and agree not to assert, to the fullest maximum extent permitted by applicable law, with as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtsuch transaction, (iii) relief that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by way such courts. The parties hereby consent to and grant any such court jurisdiction over the person of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), such parties and (v) execution or enforcement over the subject matter of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands dispute and agrees that the opening ofmailing of process or other papers in connection with any such action, the holding of all suit or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist proceeding in the country manner provided in which the Property is heldSection 13.1 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof).

Governing Law and Jurisdiction. (A) This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction applicable to hear and determine any suit, action or proceeding, agreements made and to settle any disputes, which may arise out of or be performed in connection with this Agreement and, for such purposes, irrevocably state. The Company hereby submits to the non-exclusive jurisdiction of such courts. the federal and state courts in the Borough of Manhattan in the City of New York (Bthe “New York Courts”) Each party hereto in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection it may have at any time to the laying of venue of any actions suit or proceedings brought proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in a the New York Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any such court of the State of New York, waives that any claim that such actions suit or proceedings have proceeding in any such court has been brought in an inconvenient forum forum. The Company irrevocably appoints Law Debenture Corporate Services Inc., as their authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 17(b), shall be deemed in every respect effective service of process upon the Company, as applicable, in any such suit or proceeding. The Company further waives agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the right to object that such court does not have jurisdiction over such party. (C) date of this Agreement. The Client Company irrevocably waives, to the fullest extent permitted by applicable law, with respect any and all rights to itself and its revenues and assets trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company has or hereafter may acquire any immunity (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds otherwise) from (i) suit, (ii) the jurisdiction of any court, (iii) relief by way of injunction, order for specific performance court or for recovery of property, (iv) attachment of from any legal process with respect to itself or its property and assets (whether before through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or after judgmentotherwise), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and the Company hereby irrevocably agreeswaives, to the fullest extent permitted by applicable law, that it will not claim such immunity in respect of any such actions suit, action or proceedingsproceeding. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement Upon issuance of the Notes, performance and enforcement of obligations evidenced thereby shall be governed by by, and construed interpreted in accordance with the internal laws (and not with, the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suitYork. (b) To the fullest extent it may effectively do so, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, the Company hereby (i) irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at New York State or federal court sitting in The City of New York in any time suit, action or proceeding arising out of or relating to the laying of venue Notes (a "RELATED PROCEEDING") and (ii) the Company hereby irrevocably agrees that all claims in respect of any actions Related Proceeding may be heard and determined in such New York State or proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) federal court. The Client Company hereby irrevocably waives, to the fullest extent permitted by applicable lawit may effectively do so, with respect the defense of an inconvenient forum to itself the maintenance of any Related Proceeding and its revenues and assets (irrespective of their use or intended use), all immunity any objection to any Related Proceeding whether on the grounds of sovereignty venue, residence or similar grounds from (i) suitdomicile. The Company hereby agrees, (ii) jurisdiction of any courtto the full extent it may effectively do so, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any that a final judgment to which it or its revenues or assets might otherwise be entitled in any actions Related Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceedings in any other manner provided by law. (c) The Company hereby appoints and agrees to maintain Corporation Services Company as the person for the time being and from time to time acting as, or discharging the function of, agent for service of process, with an office on the date hereof at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on behalf of the Company and its property service of copies of the summons and complaint and any other process which may be served in any Related Proceeding in such courts, and irrevocably agreesNew York State or federal court sitting in The City of New York (the "PROCESS AGENT"). The Company hereby agrees that such service may be made by U.S. registered mail, to the fullest extent permitted by applicable law, or by delivering by hand a copy of such process to the Company in care of the Process Agent at the address specified above for the Process Agent (and the Company hereby agrees that it such service will be effective 10 calendar days after the mailing, to the fullest extent permitted by law, or delivery by hand of such process to the office of the Process Agent), and the Company hereby authorizes and directs the Process Agent to accept on its behalf such service. The Company hereby agrees that 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 claim such immunity affect in any way the validity of such actions service on the Process Agent or proceedings. the Company. The Company hereby also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any Related Proceeding in a New York State or federal court sitting in The City of New York by sending by U.S. registered mail copies of such process to the Company at 0000 Xxxxxx Xxxxxx Parkway, Suite 900, Las Vegas, Nevada 89169-0925, Attn: Xxxxxx X. York (D) and the Company hereby agrees that such service will be effective 10 calendar days after mailing thereof). The Client Company hereby understands covenants and agrees that it shall take any and all reasonable action, including the opening ofexecution and filing of any and all documents that may be necessary to continue the designation of the Process Agent in full force and effect, and to cause the Process Agent to continue to act as such. In addition, the holding Company hereby agrees that none of all its agreements described in this or any part of the Property in, and preceding paragraph shall affect the delivery right of any Securities and party to serve legal process in any other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement manner permitted by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldlaw.

Governing Law and Jurisdiction. (A) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) THIS MORTGAGE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE FEDERATIVE REPUBLIC OF BRAZIL. Each of the state of New York. The Client agrees for Owner and the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, Mortgagee (a) hereby irrevocably submits itself to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court Courts of the State of New YorkSao Paulo sitting in the City of Sao Paulo, SP, Brazil (Central Courthouse) for the purposes of any suit, action or other proceeding arising out of this Mortgage, or the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby, brought by either party or their respective successors or assigns, and for the avoidance of doubt, the submission to the above courts shall not limit the right of the parties hereto to take proceedings against each other in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law, (b) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard, determined and enforced in such aforesaid courts in Sao Paulo, SP, Brazil, (c) to the extent permitted by applicable law, to the extent that it has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process, or any remedy provided for in any Security Document, hereby waives such immunity, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding the defense of sovereign immunity, any claim that such actions it is not personally subject to the jurisdiction by reason of sovereign immunity or proceedings have been otherwise, that it is immune from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, or attachment either prior to judgment or in aid of execution, by reason of sovereign immunity, that the suit, action or proceeding is brought in an inconvenient forum forum, that the venue of the suit, action or proceeding is improper, or that this Mortgage, any other Security Document or the subject matter hereof or thereof may not be enforced in or by such courts or under any applicable law and further (d) hereby waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, law the right for a trial by jury in any suit brought in connection with respect or arising out of the transactions contemplated in the Security Documents. Each party hereby consents to itself and its revenues and assets (irrespective service of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) process in any suit, (ii) jurisdiction action or other proceeding arising out of this Mortgage or the subject matter hereof or any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings the transactions contemplated hereby in such courtsaforesaid courts in Sao Paulo, and irrevocably agreesSP, Brazil by the mailing thereof by any party by registered or certified mail, postage prepaid, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist party at its address specified in the country in which the Property is heldIndenture.

Governing Law and Jurisdiction. (Aa) This Agreement deed is governed by the laws of Queensland, Australia; provided that, to the extent that the indemnity, contribution and related provisions in clause 6 relate to the U.S. Offer, such indemnity, contribution and related provisions shall be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction without regard to hear and determine any suit, action or proceeding, and to settle conflict of laws principles that would indicate the applicability of the laws of any disputes, which may arise out other jurisdiction. (b) Each of or in connection with this Agreement and, for such purposes, the parties irrevocably submits to the non-exclusive jurisdiction of such courtscourts exercising jurisdiction in Queensland and the United States federal and state courts in The City of New York and County of New York and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed or the transactions contemplated hereby. (Bc) Each party hereto of the parties waives to the fullest extent permitted by law any objection that it may now or in the future have at any time to the laying of venue of any actions or proceedings brought in a court of the State of New Yorkproceedings, waives and any claim it may now or in the future have that such actions or any proceedings have been brought in an inconvenient forum and further waives the right to object forum, if that such court does not have jurisdiction over such partyvenue falls within clause 10.1(b). (Cd) The Client Each of the parties irrevocably waives, waives to the fullest extent permitted by applicable law, with law any immunity in respect to itself and of its revenues and assets (irrespective of their use or intended use), all immunity on obligations under this deed which that party may acquire from the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtcourt or any legal process for any reason including, (iii) relief by way but not limited to, the service of injunctionnotice, order for specific performance or for recovery attachment prior to judgment, attachment in aid of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement execution. (e) Each of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and the parties irrevocably agrees, waives to the fullest extent permitted by applicable law, that it will not claim any and all right to trial by jury with respect to any proceedings arising out or relating to this deed or the transactions contemplated hereby insofar as this deed or such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject transactions relate to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldU.S. Offer.

Governing Law and Jurisdiction. (A) This Agreement Indenture, the Notes and the Guarantee shall be governed by by, and construed in accordance with the internal laws (and not with, the laws of conflictthe State of New York, as applied to contracts made and performed within the State of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the state New York Civil Practice Laws and Rules, and without regard to conflict of law principles that would result in the application of any laws other than the laws of the State of New York. The Client agrees for Each party hereto irrevocably and unconditionally submits to the benefit jurisdiction of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts Supreme Court of the State of New York shall have sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any jurisdiction to hear and determine thereof, in any suit, action or proceeding, and to settle any disputes, which may arise proceeding arising out of or relating to this Indenture or the Guarantee, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in connection with this Agreement andrespect of any such action or proceeding may be heard and determined in such New York State or, for such purposes, irrevocably submits to the non-exclusive jurisdiction of extent permitted by law, in such courts. (B) Federal court. Each party hereto waives agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have at any time to the laying of venue of any actions suit, action or proceedings brought proceeding arising out of or relating to this Indenture in a any court of the State of New York, waives any claim that such actions or proceedings have been brought referred to in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client this section. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective the defense of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, an inconvenient forum to the fullest extent permitted by applicable law, that it will not claim maintenance of such immunity action or proceeding in any such actions or proceedings. (D) The Client hereby understands and agrees that court. Each party hereto irrevocably consents to service of process in the opening ofmanner provided for notices in Section16.03 hereof, such service to be effective upon receipt. Nothing in this Indenture will affect the holding of all or any part of the Property in, and the delivery right of any Securities and party hereto to serve process in any other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement manner permitted by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is heldlaw.

Governing Law and Jurisdiction. (Aa) Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 2.2 in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to this Article II. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. (b) This Agreement shall will be governed by and construed in accordance with the internal laws (and not the laws of conflict) of the state of New York. The Client agrees for the benefit of the Custodian and, without prejudice to the right of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State of New York shall have jurisdiction Delaware, without giving effect to hear and determine any suit, action choice or proceeding, and to settle any disputes, which may arise out conflict of law provision or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. rule (B) Each party hereto waives any objection it may have at any time to the laying of venue of any actions or proceedings brought in a court whether of the State of New YorkDelaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, waives each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereunder in any court other than the aforesaid courts. Each of the parties hereto by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that such actions it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with Section 2.2(a), (ii) any claim that it or proceedings have been brought in an inconvenient forum and further waives the right to object that its property is exempt or immune from jurisdiction of any such court does not have jurisdiction over or from any legal process commenced in such party. courts (Cwhether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) The Client irrevocably waives, and (iii) to the fullest extent permitted by the applicable lawLaw, with respect to itself and its revenues and assets any claim that (irrespective of their use or intended use), all immunity on x) the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any courtaction or proceeding in such court is brought in an inconvenient forum, (iiiy) relief the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part of the Property in, and the delivery of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist in the country in which the Property is held.

Governing Law and Jurisdiction. (Aa) This Agreement shall be governed by construed, performed and construed enforced in accordance with the internal Laws of Hong Kong without giving effect to its principles or rules of conflict of laws (and not to the laws of conflict) extent such principles or rules would require or permit the application of the state Laws of New York. The Client agrees for another jurisdiction other than Hong Kong except that the benefit following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Custodian and, without prejudice Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the right nonexclusive jurisdiction of the Custodian to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of the State Cayman Islands: the Merger, the vesting of New York shall have jurisdiction the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Surviving Corporation, the cancellation of the Shares in consideration of the payment of the Per Share Merger Consideration, the rights provided for in Section 238 of the CICL with respect to hear any Dissenting Shares, the fiduciary or other duties of the Company Board and determine any suit, action or proceedingthe board of directors of Merger Sub, and to settle the internal corporate affairs of the Company and Merger Sub. Save as aforesaid any disputesproceeding (whether in contract, which may arise tort, equity or otherwise) arising out of or in connection with relating to this Agreement andor the transactions contemplated hereby, for shall be brought solely and exclusively in the courts of Hong Kong. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such purposes, proceedings shall be conclusive and may be enforced in other jurisdictions in any manner provided by Law. Each party hereby irrevocably submits to the non-exclusive jurisdiction of such courts. (B) Each party hereto waives courts in respect of any such proceedings, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have at any time to the laying of venue of any actions or such proceedings brought in a court of the State of New York, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party. (C) The Client irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any actions or proceedings in such courts, and irrevocably agrees, to the fullest extent permitted by applicable law, that it will not claim such immunity in any such actions or proceedings. (D) The Client hereby understands and agrees that the opening of, the holding of all or any part courts. Each of the Property in, parties hereto hereby irrevocably and the delivery unconditionally consents to service of any Securities and other Property to or from, the Custody Account and Custody Cash Account and the performance of any activities contemplated in this Agreement by the Custodian, including acting on any Instructions, are subject to the relevant local laws, regulations, decrees, orders, government acts, customs, procedures and practices (i) to which the Custodian, or any Subcustodian or Clearance System, is subject and (ii) as exist process in the country manner provided for notices in which the Property is heldSection 8.02.