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

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without regard to principles of conflicts of law. No Claim THE COMPANY AND INVESTOR WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be commenced, prosecuted or continued entered in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive having jurisdiction over the adjudication of such matters except as provided belowthereof. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party agrees that service the parties may apply to any court of process on such party at competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the address provided in Section 11 shall be deemed effective service of process on such party arbitration, including the arbitrator’s fees and expert witness fees, incurred by the parties to the extent consistent with applicable lawsarbitration, may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM Unless and until the arbitrator decides that one party is to pay for all (WHETHER BASED UPON CONTRACTor a share) of such expenses, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTboth parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address as provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, Warrant shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. No Claim may be commencedThe Company and, prosecuted or continued in any court other than by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York or in County and the United States District Court for the Southern District of New York (for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the appropriate appellate courts therefrom)world by the same methods as are specified for the giving of notices under this Warrant. The Company and, which courts shall have exclusive jurisdiction over by accepting this Warrant, the adjudication of such matters except as provided below. Each of the parties hereby Holder, each irrevocably consents to the jurisdiction of any such courts (and of the appropriate appellate courts therefrom) court in any such Claim suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying of venue of any such Claim suit, action or proceeding brought in such courts and irrevocably waives any such court or claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING LITIGATION WITH RESPECT TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX WARRANT AND THE COMPANY AGREES REPRESENTS THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTWAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed, and the rights and obligations of the parties hereunder determined, in accordance with and governed by the law of the state of Delaware. The parties hereto irrevocably submit to the exclusive jurisdiction of any claimstate or federal court sitting in the State of Delaware over any suit, counterclaim, dispute action or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”)Agreement. To the fullest extent they may effectively do so under applicable law, directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby hereto irrevocably consents waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by lawcourt, any objection that it they may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding brought in any such court or and any claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY IRREVOCABLY AND THE COMPANY UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING MATTER RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY, AS THE CASE MAY BEAPPLICABLE, AND MAY BE ENFORCED IN ANY AMONG OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTTHINGS, BY SUIT UPON SUCH JUDGMENTTHE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“"Claim”"), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address as provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX AND MORGAN STANLEY, THE COMPANY ADVISOR XXX XHX XXX-XDVISOR WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND MORGAN STANLEY, THE COMPANY ADVISOR XXX XHX XXX-XDVISOR AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND MORGAN STANLEY, THE COMPANYADVISOR XXX XHX XXX-XDVISOR, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR MORGAN STANLEY, THE COMPANY ADVISOR XX XXE XXX-XXVISOR ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be is governed by and will be interpreted and construed in accordance with the internal laws of the State Province of New YorkOntario and the federal laws of Canada applicable therein. No Claim may be commencedAny action arising out of or under this Agreement, prosecuted any other document, instrument or continued in agreement contemplated herein or delivered pursuant hereto, or the transactions contemplated hereby or any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each other documents, instruments or agreements, shall be brought only in a federal or provincial court having jurisdiction and venue in Ontario, Canada, and each of the parties hereby irrevocably consents submits to the exclusive jurisdiction of such courts and agrees that venue in Ontario is proper. To the extent permitted by applicable law, final judgment against a Party (a certified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of such Party hereunder) in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment or similar proceeding. Each of the Parties hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal action or proceeding, any defense or any Claim that it is not personally subject to the jurisdiction of the above-named Ontario courts for any reason, including claims that such courts Party may be immune from the above-described legal process (and whether through service or notice, attachment prior to judgment, attachment in aid of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesexecution, to the fullest extent permitted by lawor otherwise), any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been proceeding is brought in an inconvenient forumor otherwise improper forum or that this Agreement or any of the other aforementioned documents, instruments or agreements, or the subject matter hereof or thereof, may not be enforced in or by such courts, or that the same are governed by the laws of a jurisdiction other than Ontario. Process in any such Claim may be served on any party anywhere in the worldTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, whether within or without the jurisdiction of any such court. Without limiting the foregoingEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING FORUM IN RESPECT OF ANY ISSUE OR CLAIM ACTION, CLAIM, CAUSE OF ACTION OR SUIT (WHETHER BASED UPON IN CONTRACT, TORT OR OTHERWISE) ), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATING TO BASED UPON THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND AGREEMENT OR THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF SUBJECT MATTER HEREOF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS CONNECTED WITH OR RELATED OR INCIDENTAL TO THE JURISDICTION TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS Section 7.17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF WHICH XXXXXX XXXXXXX OR THIS Section 7.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE COMPANY ARE OR MAY BE SUBJECT, CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than the State of Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 11.3 addressed to such Party at the address specified pursuant to Section 11.3. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the City and County event, but only in the event, that such court does not have jurisdiction over such Proceeding, to the exclusive jurisdiction of New York or in the United States District Court for the Southern District of New York Delaware (or, in the event that such court does not have jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of agrees not to commence any Proceeding relating hereto except in such matters except Courts as provided belowherein). Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 11.3 to such Party’s address set forth in Section 11.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTjudgment in any jurisdiction or in any other manner provided at law or in equity.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, Debenture shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without regard to principles of conflicts of law. No Claim HXXXXX AND BORROWER WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of Miami-Dade, State of Florida. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Debenture or any of the transactions contemplated herein will be finally settled by binding arbitration in Miami-Dade County, Florida in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be commenced, prosecuted or continued entered in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive having jurisdiction over the adjudication of such matters except as provided belowthereof. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party agrees that service the parties may apply to any court of process on such party at competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the address provided in Section 11 shall be deemed effective service of process on such party arbitration, including the arbitrator’s fees and expert witness fees, incurred by the parties to the extent consistent with applicable lawsarbitration, may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM Unless and until the arbitrator decides that one party is to pay for all (WHETHER BASED UPON CONTRACTor a share) of such expenses, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTboth parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 9 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANY ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANY ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANYADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. OR THE COMPANY ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 12.03 addressed to such Party at the City and County address specified pursuant to Section 12.03. Each of New York or in the Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York Delaware, or in the event, but only in the event, that such court does not have jurisdiction over such action or proceeding, to the exclusive jurisdiction of the Delaware Court of Chancery (or, in the event that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of the Delaware Superior Court) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefromagrees not to commence any Proceeding relating hereto except in such Courts), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 12.03 to such Party’s respective address set forth in Section 12.03 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN DEFEND ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO RIGHTS UNDER THIS AGREEMENT BROUGHT AND ANY DOCUMENT EXECUTED IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTCONNECTION HEREWITH.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed and any claimenforced in accordance with, counterclaimand all questions concerning the construction, dispute or proceeding validity, interpretation and performance of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with by, the internal laws of the State of New York. No Claim may be commenced, prosecuted without giving effect to any choice of law or continued in any court other than the courts conflict of law provision or rule (whether of the State of New York located in or any other jurisdictions) that would cause the City and County application of the laws of any jurisdictions other than the State of New York or York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the United States District Court for the Southern District The City of New York (and York, Borough of the appropriate appellate courts therefrom)Manhattan, which courts shall have exclusive jurisdiction over for the adjudication of such matters except as provided below. Each of the parties any dispute hereunder or in connection herewith or with any transaction contemplated hereby irrevocably consents to the jurisdiction of such courts (or discussed herein, and of the appropriate appellate courts therefrom) in any such Claim and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any suit, action or proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 Nothing contained herein shall be deemed effective service to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of process on this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such party provision shall be deemed inoperative to the extent consistent that it may conflict therewith and shall be deemed modified to conform with applicable lawssuch statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. Nothing contained herein shall be deemed or operate to preclude the Holder 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, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY PROCEEDING CONNECTION WITH OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN OR ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding interpretation of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedDelaware, prosecuted without giving effect to any choice of law or continued in conflict of law provision or rule (whether of the State of Delaware or any court other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York or in the United States District Court Delaware for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties any dispute hereunder or in connection herewith or with any transaction contemplated hereby irrevocably consents to the jurisdiction of such courts (or discussed herein, and of the appropriate appellate courts therefrom) in any such Claim and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any suit, action or proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Without limiting the foregoing, each Each party agrees that hereby irrevocably waives personal service of process on and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address provided in Section 11 for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process on such party to the extent consistent with applicable lawsin any manner permitted by law. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTIES HERETO IRREVOCABLY WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY PROCEEDING CONNECTION HEREWITH OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTWAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedAlabama, prosecuted or continued in any court without regard to conflicts of laws provisions thereof that would require application of the laws of another jurisdiction, other than those that mandatorily apply. Each party hereby irrevocably submits to the jurisdiction of the state courts sitting in Xxxxxx County, Alabama, and the federal courts of the State of New York United States located in the City and County of New York or in the United States District Court for the Southern District of New York (and Alabama, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or in respect of any such transaction, 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 appellate courts therefrom), which courts shall have exclusive or that this Agreement may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the adjudication person of such matters except as provided below. Each parties and over the subject matter of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim dispute and irrevocably waivesagrees that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7, to the fullest extent or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Each party acknowledges and agrees that any objection controversy that it may now or hereafter arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right that such party may have to the laying of the venue a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such Claim other party would not, in any the event of litigation, seek to enforce the foregoing waiver; (b) each such court or that any party understands and has considered the implications of this waiver; (c) each such Claim brought in any party makes this waiver voluntarily; and (d) each such court party has been brought induced to enter into this Agreement by, among other things, the mutual waivers and certifications in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in this Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT11.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in Delaware without regard to any court other than the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10.3 addressed to such Party at the address specified pursuant to Section 10.3. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the City and County event, but only in the event, that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of New York or the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the matter that is the subject of any such Proceedings is vested exclusively in the federal courts of the United States of America, the United States District Court for the Southern District of New York Delaware, and any appellate courts of any thereof (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of agrees not to commence any Proceeding relating hereto except in such matters except Courts as provided belowherein). Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 10.3 to such Party’s address set forth in Section 10.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY WAIVES ALL FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY WAY RELATING TO THIS AGREEMENTOTHER TRANSACTION DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF XXXXXX XXXXXXX ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BROUGHT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 9.1.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New York; provided that Section 13 of this Agreement shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES FUND AND THE ADVISER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX XXXXXXX, THE FUND AND THE COMPANY AGREES ADVISER AGREE THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX XXXXXXX, THE FUND AND THE COMPANYADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX XXXXXXX, THE FUND OR THE COMPANY ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address as provided in Section 11 10 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without regard to principles of conflicts of law. No Claim THE COMPANY AND INVESTOR WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTEOR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in accordance with the thencurrent Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be commenced, prosecuted or continued entered in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive having jurisdiction over the adjudication of such matters except as provided belowthereof. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party agrees that service the parties may apply to any court of process on such party at competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the address provided in Section 11 shall be deemed effective service of process on such party arbitration, including the arbitrator’s fees and expert witness fees, incurred by the parties to the extent consistent with applicable lawsarbitration, may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM Unless and until the arbitrator decides that one party is to pay for all (WHETHER BASED UPON CONTRACTor a share) of such expenses, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTboth parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New York. No Claim may be commencedSTATE OF NEW YORK, prosecuted or continued in any court other than the courts regardless of the State laws that might otherwise govern under applicable principles of New York located in the City and County conflicts of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowlaws. Each of the parties hereby irrevocably to this Agreement (a) consents to submit itself to the personal jurisdiction of such courts (and any state or federal court sitting in THE BOROUGH OF MANHATTAN in any action or proceeding arising out of or relating to this Agreement or any of the appropriate appellate courts therefromtransactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such Claim court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and irrevocably waives, (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the fullest extent maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.03. Nothing in this Section 8.08, however, shall affect the right of any party to serve legal process in any other manner permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY party hereto HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE TRANSACTIONS CONTEMPLATED HEREBY OR MAY BE SUBJECTTHE ACTIONS OF any party hereto IN THE NEGOTIATION, BY SUIT UPON SUCH JUDGMENTADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 11.3 addressed to such Party at the address specified pursuant to Section 11.3. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the City and County event, but only in the event, that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of New York or in the United States District Court for the Southern District of New York Delaware (or, in the event that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of agrees not to commence any Proceeding relating hereto except in such matters except Courts as provided belowherein). Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 11.3 to such Party’s address set forth in Section 11.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY WAIVES ALL FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY WAY RELATING TO THIS AGREEMENTOTHER TRANSACTION DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF XXXXXX XXXXXXX ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BROUGHT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 10.1.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedDelaware, prosecuted or continued in any court other than without regard to the courts conflicts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication law rules of such matters except as provided belowstate. Each of the parties hereby hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such courts (and of the appropriate appellate courts therefrom) in personal jurisdiction by motion or other request for leave from any such Claim court, (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and irrevocably waivesdetermined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the fullest extent permitted by lawState of Delaware), (v) waives any objection that it may now or hereafter have to the laying of the venue of any such Claim action or proceeding in any such court or that any such Claim brought in any such court has been action or proceeding was brought in an inconvenient forum. Process court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent and the Stockholders agree that a final judgment in any action or proceeding in such Claim court as provided above shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address other manner provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTby Applicable Law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX MXXXXX SXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX MXXXXX SXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX MXXXXX SXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX MXXXXX SXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be is governed by and will be interpreted and construed in accordance with the internal laws of the State of New YorkDelaware. No Claim may Any action arising out of or under this Agreement, any other document, instrument or agreement contemplated herein or delivered pursuant hereto, or the transactions contemplated hereby or any of such other documents, instruments or agreements, shall be commenced, prosecuted or continued in any court other than the courts of the State of New York located brought only in the City and County Court of Chancery in New York Castle County, Delaware or in the United States District Court for the Southern District of New York Delaware, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such courts and agrees that venue in Delaware is proper. To the extent permitted by applicable law, final judgment against a party (a certified copy of which shall be conclusive evidence of the fact and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication amount of any indebtedness of such matters except as provided belowparty hereunder) in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment or similar proceeding. Each of the parties hereby irrevocably consents waives and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal action or proceeding, any defense or any Claim that it is not personally subject to the jurisdiction of the above-named Delaware courts for any reason, including claims that such courts party may be immune from the above-described legal process (and whether through service or notice, attachment prior to judgment, attachment in aid of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesexecution, to the fullest extent permitted by lawor otherwise), any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been proceeding is brought in an inconvenient forumor otherwise improper forum or that this Agreement or any of the other aforementioned documents, instruments or agreements, or the subject matter hereof or thereof, may not be enforced in or by such courts, or that the same are governed by the laws of a jurisdiction other than Delaware. Process in any such Claim may be served on any party anywhere in the worldTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, whether within or without the jurisdiction of any such court. Without limiting the foregoingEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING FORUM IN RESPECT OF ANY ISSUE OR CLAIM ACTION, CLAIM, CAUSE OF ACTION OR SUIT (WHETHER BASED UPON IN CONTRACT, TORT OR OTHERWISE) ), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATING TO BASED UPON THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND AGREEMENT OR THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF SUBJECT MATTER HEREOF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS CONNECTED WITH OR RELATED OR INCIDENTAL TO THE JURISDICTION TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 3.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF WHICH XXXXXX XXXXXXX OR THIS SECTION 3.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE COMPANY ARE OR MAY BE SUBJECT, CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be is governed by and will be interpreted and construed in accordance with the internal laws of the State Province of New YorkOntario and the federal laws of Canada applicable therein. No Claim may Any action arising out of or under this Agreement, any other document, instrument or agreement contemplated herein or delivered pursuant hereto, or the transactions contemplated hereby or any of such other documents, instruments or agreements, shall be commencedbrought only in a federal or provincial court having jurisdiction and venue in Ontario, prosecuted or continued in any court other than the courts Canada, and each of the State parties hereby irrevocably submits to the exclusive jurisdiction of New York located such courts and agrees that venue in Ontario is proper. To the City and County extent permitted by applicable law, final judgment against a party (a certified copy of New York or in which shall be conclusive evidence of the United States District Court for the Southern District of New York (fact and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication amount of any indebtedness of such matters except as provided belowparty hereunder) in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment or similar proceeding. Each of the parties hereby irrevocably consents waives and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal action or proceeding, any defense or any Claim that it is not personally subject to the jurisdiction of the above-named Ontario courts for any reason, including claims that such courts party may be immune from the above-described legal process (and whether through service or notice, attachment prior to judgment, attachment in aid of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesexecution, to the fullest extent permitted by lawor otherwise), any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been proceeding is brought in an inconvenient forumor otherwise improper forum or that this Agreement or any of the other aforementioned documents, instruments or agreements, or the subject matter hereof or thereof, may not be enforced in or by such courts, or that the same are governed by the laws of a jurisdiction other than Ontario. Process in any such Claim may be served on any party anywhere in the worldTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, whether within or without the jurisdiction of any such court. Without limiting the foregoingEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING FORUM IN RESPECT OF ANY ISSUE OR CLAIM ACTION, CLAIM, CAUSE OF ACTION OR SUIT (WHETHER BASED UPON IN CONTRACT, TORT OR OTHERWISE) ), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATING TO BASED UPON THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND AGREEMENT OR THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF SUBJECT MATTER HEREOF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS CONNECTED WITH OR RELATED OR INCIDENTAL TO THE JURISDICTION TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 3.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF WHICH XXXXXX XXXXXXX OR THIS SECTION 3.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE COMPANY ARE OR MAY BE SUBJECT, CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any claimsuit, counterclaim, dispute action or proceeding of any kind or nature whatsoever (“Proceeding”) arising out of or in any way relating to this Agreement Agreement, each of the Parties hereto hereby irrevocably (“Claim”), directly or indirectly, shall be governed by and construed in accordance with a) submits to the internal laws exclusive jurisdiction of the Court of Chancery of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City Delaware and County of New York or in the United States District Court for the Southern District of New York Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the appropriate appellate courts therefrom)Selected Courts; provided, which courts shall have exclusive jurisdiction over however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the adjudication purpose of such matters except as provided below. Each enforcing an order or judgment issued by one of the parties hereby irrevocably Selected Courts; (b) consents to the jurisdiction service of such courts (and of the appropriate appellate courts therefrom) process in any such Claim and irrevocably waivesProceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 9(d) hereof; provided, however, that nothing herein shall affect the fullest extent right of any Party hereto to serve process in any other manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING RELATED TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed and any claimenforced in accordance with, counterclaimand all questions concerning the construction, dispute or proceeding validity, interpretation and performance of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with by, the internal laws of the State of New York. No Claim may be commenced, prosecuted without giving effect to any choice of law or continued in any court other than the courts conflict of law provision or rule (whether of the State of New York located in or any other jurisdictions) that would cause the City and County application of the laws of any jurisdictions other than the State of New York or York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the United States District Court for the Southern District The City of New York (and York, Borough of the appropriate appellate courts therefrom)Manhattan, which courts shall have exclusive jurisdiction over for the adjudication of such matters except as provided below. Each of the parties any dispute hereunder or in connection herewith or with any transaction contemplated hereby irrevocably consents to the jurisdiction of such courts (or discussed herein, and of the appropriate appellate courts therefrom) in any such Claim and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any suit, action or proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 Nothing contained herein shall be deemed effective service to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of process on this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such party provision shall be deemed inoperative to the extent consistent that it may conflict therewith and shall be deemed modified to conform with applicable lawssuch statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. Nothing contained herein shall be deemed or operate to preclude the Holder 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, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY PROCEEDING CONNECTION WITH OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS NOTE OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each party hereto hereby consents and agrees that the state or federal courts located in the Borough of Manhattan in New York City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Agreement and or to any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever matter arising out of or in any way relating to this Agreement (“Claim”)Agreement; provided, directly that each party hereto acknowledges that any appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York City. Each party hereto submits and consents in advance to such jurisdiction in any action or indirectlysuit commenced in any such court, shall and each party hereto hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereto hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint, and other process may be governed made by and construed registered or certified mail addressed to such party at its address as determined in accordance with Section 18, and that service so made shall be deemed completed upon the internal laws earlier of the State of New York. No Claim may be commenced, prosecuted such party’s actual receipt thereof or continued in any court other than the courts of the State of New York located in the City and County of New York or three days after deposit in the United States District Court for mail, proper postage prepaid. Nothing in this Section 16 shall affect the Southern District right of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents any party hereto to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) serve legal process in any such Claim and irrevocably waives, to the fullest extent other manner permitted by law. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), any objection the parties desire that it may now or hereafter have to the laying of the venue of any their disputes be resolved by a judge applying such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACTTherefore, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYto achieve the best combination of the benefits of the judicial system and of arbitration, AS THE CASE MAY BEthe parties hereto waive all rights to trial by jury in any action, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTsuit, BY SUIT UPON SUCH JUDGMENTor proceeding brought to resolve any dispute, whether sounding in contract, tort or otherwise, arising out of, or connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than Delaware. Each Party hereby agrees that service of summons, complaint, or other process in connection with any Proceedings contemplated hereby may be made by registered or certified mail addressed to such Party at the City and County address specified pursuant to Section 9.6. Each of New York or in the Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York Delaware, or in the event, but only in the event, that such court does not have jurisdiction over such action or proceeding, to the exclusive UNIT PURCHASE AGREEMENT 72 jurisdiction of the Delaware Court of Chancery (or, in the event that such court does not have jurisdiction over such action or proceeding, to the exclusive jurisdiction of the Delaware Superior Court), (collectively, the “Courts”) for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefromagrees not to commence any Proceeding relating hereto except in such Courts), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 9.6 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process this Agreement shall be conclusive and may be enforced by suit on such party at the address judgment in any jurisdiction or in any other manner provided in law or in equity. Notwithstanding the foregoing and without limiting Section 11 shall be deemed effective service 9.5, Seller agrees that it will not bring any Proceeding, whether in Contract or in tort, at Law, or otherwise, against any Financing Source Party in any way relating to this Agreement or any of process on such party the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the extent consistent with applicable lawsfinancing of the transactions contemplated by this Agreement, in any forum other than the United States District Court for the Southern District of New York or, in the event, but only in the event, that such court does not have jurisdiction over such action or proceeding, the Supreme Court of the State of New York, County of New York (and appellate courts thereof). EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH. SELLER HEREBY FURTHER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT BY ANY PARTY AGAINST ANY FINANCING SOURCE PARTY IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT OR RELATING IN ANY WAY RELATING TO THE FINANCING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYBuyer acknowledges that as between it and any Financing Source Party, AS THE CASE MAY BEthe forum selection and jury trial waiver provisions of any commitment documents or agreements between them, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTas the case may be, BY SUIT UPON SUCH JUDGMENTshall govern any Proceedings among them that arise out of or relate to this Agreement or the financing of the transactions contemplated hereby. Each Financing Source Party shall be a third party beneficiary of this Section 9.2.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of any claimstate or federal court sitting in the State of Delaware over any suit, counterclaim, dispute action or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”)Agreement. To the fullest extent they may effectively do so under applicable law, directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby hereto irrevocably consents waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by lawcourt, any objection that it they may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding brought in any such court or and any claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in In connection with any such Claim may be served on any party anywhere in suit, action or proceeding, the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that parties hereby consent to service of process on such party at in the address provided manner specified in Section 11 shall be deemed effective service of process on such party to the extent consistent with 3.5 or in any other manner permitted by applicable lawslaw. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING CLAIM OR CLAIM (WHETHER CAUSE OF ACTION BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO INCLUDE CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF XXXXXX XXXXXXX THE PARTIES HERETO AND THE COMPANY AGREES THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO SUCH PARTY HAS REVIEWED THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BEWAIVER WITH ITS LEGAL COUNSEL, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON THAT SUCH JUDGMENTPARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address as provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding interpretation of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted without giving effect to any choice of law or continued in conflict of law provision or rule (whether of the State of New York or any court other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties any dispute hereunder or in connection herewith or with any transaction contemplated hereby irrevocably consents to the jurisdiction of such courts (or discussed herein, and of the appropriate appellate courts therefrom) in any such Claim and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any suit, action or proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Without limiting the foregoing, each Each party agrees that hereby irrevocably waives personal service of process on and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address provided in Section 11 for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process on such party to the extent consistent with applicable lawsin any manner permitted by law. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTIES HERETO IRREVOCABLY WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY PROCEEDING CONNECTION HEREWITH OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTWAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without regard to principles of conflicts of law. No Claim THE COMPANY AND INVESTOR WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Agreement or any of the transactions contemplated herein will be finally settled by binding arbitration in New York, New York in accordance with the thencurrent Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be commenced, prosecuted or continued entered in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive having jurisdiction over the adjudication of such matters except as provided belowthereof. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party agrees that service the parties may apply to any court of process on such party at competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph. The expenses of the address provided in Section 11 shall be deemed effective service of process on such party arbitration, including the arbitrator’s fees and expert witness fees, incurred by the parties to the extent consistent with applicable lawsarbitration, may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM Unless and until the arbitrator decides that one party is to pay for all (WHETHER BASED UPON CONTRACTor a share) of such expenses, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTboth parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding interpretation of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court without regard to the principles of conflicts of law thereof (other than the courts Sections 5-1401 and 5-1402 of the State General Obligations Law). Each party agrees that all Actions or Proceedings concerning the interpretations, enforcement and defense of New York located the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City and County of New York or York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the United States District Court for the Southern District City of New York (and York, Borough of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over Manhattan for the adjudication of such matters except as provided below. Each any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the parties Transaction Documents), and hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any Action or Proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Without limiting the foregoing, each Each party agrees that hereby irrevocably waives personal service of process on and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address provided in Section 11 effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process on such party to the extent consistent with applicable lawsin any other manner permitted by law. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH OF XXXXXX XXXXXXX KNOWINGLY AND INTENTIONALLY, TO THE COMPANY GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO FOREVER TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Agreement and any claim, counterclaim, dispute or proceeding action for enforcement of any kind or nature whatsoever arising out of or judgment in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim respect thereof may be commenced, prosecuted or continued brought in any court other than the courts of the State of New York located in the City and County or of New York or in the United States District Court of America for the Southern District of New York, in each case, which are located in New York (County, and, by execution and delivery of this Agreement, the Pledgor hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the appropriate aforesaid courts and appellate courts therefrom)from any thereof. The Pledgor irrevocably consents, which courts shall have exclusive jurisdiction over for itself, to the adjudication service of such matters except as provided below. Each process out of any of the parties hereby irrevocably consents to the jurisdiction of such aforementioned courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesaction or proceeding by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by lawitself at its address for notice set forth above. The Pledgor hereby, for itself, irrevocably waives any objection that which it may now or hereafter have to the laying of the venue of any such Claim of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court or that any such Claim action or proceeding brought in any such court has been brought in an inconvenient forum. Process Nothing herein shall affect the right of the Secured Parties to serve process in any such Claim may be served on other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsother jurisdiction. EACH OF XXXXXX XXXXXXX SECURED PARTY AND THE COMPANY WAIVES PLEDGOR IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement has been made and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with performed under the internal laws of the State of New York. No Claim may be commencedIowa without respect to its choice of law considerations, prosecuted or continued in any court other than and the courts laws of said state shall control the interpretation and enforcement of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowAgreement. Each of the parties hereby irrevocably consents submits to the exclusive jurisdiction of any Iowa District Court sitting in Polk County, Iowa in any action or proceeding arising out of or relating to this Agreement or any promissory note given pursuant hereto, and each party hereby irrevocably agrees that all claims in respect of such courts (action or proceeding may be heard and of the appropriate appellate courts therefrom) determined in any such Claim and court. Each of the parties irrevocably waiveswaives any objection, to the fullest extent permitted by lawincluding, without limitation, any objection that to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of the venue bringing of any such Claim action or proceeding in such respective courts and jurisdictions. Each of the parties irrevocably consents to the service of any and all process in any such court action or that any such Claim proceeding brought in any court in or of the State of Iowa by the delivery of copies of such court has been brought in an inconvenient forum. Process in any process to each party, at its address specified for Notices to be given hereunder or by certified mail direct to such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsaddress. EACH OF XXXXXX XXXXXXX THE PARTIES HEREBY IRREVOCABLY AND THE COMPANY UNCONDITIONALLY WAIVES ALL RIGHT TO A JURY TRIAL BY JURY WITH RESPECT TO AND IN ANY PROCEEDING CLAIM, COUNTERCLAIM, ACTION, PROCEEDING, DEMAND OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) OTHER MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN OR ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS PROMISSORY NOTE GIVEN PURSUANT TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS AGREEMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and interpreted in accordance with, the Laws of the State of Delaware, without regard to the conflict of law principles thereof (except to the extent that mandatory provisions of federal or Delaware law govern). The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware in New Castle County (and any claimappellate court of the State of Delaware) or, counterclaimif the Court of Chancery of the State of Delaware does not have jurisdiction thereof, the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware in New Castle County (and any appellate court of the State of Delaware) and, if the Court of Chancery of the State of Delaware does not have jurisdiction thereof, the Federal courts of the United States of America located in the State of Delaware in the event any dispute or proceeding of any kind or nature whatsoever arising arises out of this Agreement or in the transactions contemplated by 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 way such court and (iii) agrees that it will not bring any action relating to this Agreement (“Claim”), directly or indirectly, shall be governed the transactions contemplated by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued this Agreement in any court other than the courts Court of Chancery of the State of New York Delaware or a Federal court of the United States of America located in the City and County State of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtDelaware. Without limiting the foregoing, each party agrees that service of process on such party at the address as provided in Section 11 5.4 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTparty.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be is governed by and will be interpreted and construed in accordance with the internal laws of the State Province of New YorkOntario and the federal laws of Canada applicable therein. No Claim may be commencedAny action arising out of or under this Agreement, prosecuted any other document, instrument or continued in agreement contemplated herein or delivered pursuant hereto, or the transactions contemplated hereby or any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each other documents, instruments or agreements, shall be brought only in a federal or provincial court having jurisdiction and venue in Ontario, Canada, and each of the parties hereby irrevocably consents submits to the exclusive jurisdiction of such courts and agrees that venue in Ontario is proper. To the extent permitted by applicable law, final judgment against a Party (a certified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of such Party hereunder) in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment or similar proceeding. Each of the Parties hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise, in any legal action or proceeding, any defense or any Claim that it is not personally subject to the jurisdiction of the above-named Ontario courts for any reason, including claims that such courts Party may be immune from the above-described legal process (and whether through service or notice, attachment prior to judgment, attachment in aid of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesexecution, to the fullest extent permitted by lawor otherwise), any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been proceeding is brought in an inconvenient forumor otherwise improper forum or that this Agreement or any of the other aforementioned documents, instruments or agreements, or the subject matter hereof or thereof, may not be enforced in or by such courts, or that the same are governed by the laws of a jurisdiction other than Ontario. Process in any such Claim may be served on any party anywhere in the worldTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, whether within or without the jurisdiction of any such court. Without limiting the foregoingEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING FORUM IN RESPECT OF ANY ISSUE OR CLAIM ACTION, CLAIM, CAUSE OF ACTION OR SUIT (WHETHER BASED UPON IN CONTRACT, TORT OR OTHERWISE) ), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATING TO BASED UPON THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND AGREEMENT OR THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF SUBJECT MATTER HEREOF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS CONNECTED WITH OR RELATED OR INCIDENTAL TO THE JURISDICTION TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF WHICH XXXXXX XXXXXXX OR THIS SECTION 7.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE COMPANY ARE OR MAY BE SUBJECT, CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement OMA, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this OMA or the negotiation, execution or performance of this OMA (including any claimclaim or cause of action based upon, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or related to any representation or warranty made in any way relating to or in connection with this Agreement (“Claim”OMA), directly or indirectly, shall will be governed by and construed in accordance with and governed by the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts law of the State of New York located without regard to principles of conflicts of laws that would result in the City application of the law of any other jurisdiction. Any action against any Party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and County the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of any such matters except as provided belowaction. Each of the parties The Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waiveswaive, to the fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of the venue of any such Claim dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such court dispute may be enforced in other jurisdictions by suit on the judgment or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address other manner provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsby law. EACH OF XXXXXX XXXXXXX PARTY TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE COMPANY WAIVES ALL FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN OF ANY PROCEEDING CLAIM, DEMAND, ACTION OR CLAIM CAUSE OF ACTION (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISEA) ARISING OUT OF UNDER THIS AGREEMENT OR (B) IN ANY WAY RELATING CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENTAGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING PARTY TO THIS AGREEMENT BROUGHT IN HEREBY AGREES AND CONSENTS THAT ANY SUCH COURT CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE CONCLUSIVE DECIDED BY COURT TRIAL WITHOUT A JURY AND BINDING UPON XXXXXX XXXXXXX AND THAT THE COMPANY, PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS CONSENT OF THE PARTIES HERETO TO THE JURISDICTION WAIVER OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, THEIR RIGHT TO TRIAL BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed and any claimenforced in accordance with, counterclaimand all questions concerning the construction, dispute or proceeding validity, interpretation and performance of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with by, the internal laws of the State of New York. No Claim may be commencedDelaware, prosecuted without giving effect to any choice of law or continued in any court other than the courts conflict of law provision or rule (whether of the State of New York located Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County State of New York or in the United States District Court Delaware, for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties any dispute hereunder or in connection herewith or with any transaction contemplated hereby irrevocably consents to the jurisdiction of such courts (or discussed herein, and of the appropriate appellate courts therefrom) in any such Claim and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any suit, action or proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on such party the Company’s obligations to the extent consistent with applicable lawsHolder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY PROCEEDING CONNECTION WITH OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN OR ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX AND THE COMPANY ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedDelaware, prosecuted or continued in any court other than without regard to the courts conflicts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication law rules of such matters except as provided belowstate. Each of the parties hereby hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with ‎Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such courts (and of the appropriate appellate courts therefrom) in personal jurisdiction by motion or other request for leave from any such Claim court, (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and irrevocably waivesdetermined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the fullest extent permitted by lawState of Delaware), (v) waives any objection that it may now or hereafter have to the laying of the venue of any such Claim action or proceeding in any such court or that any such Claim brought in any such court has been action or proceeding was brought in an inconvenient forum. Process court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent and the Stockholder agrees that a final judgment in any action or proceeding in such Claim court as provided above shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address other manner provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTby Applicable Law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, Warrant shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. No Claim may be commencedThe Company and, prosecuted or continued by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in any court other than the Southern District of New York and the courts of the State of New York located in the City and County of New York York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the United States District Court world by the same methods as are specified for the Southern District giving of New York (and of notices under this Warrant. The Company and, by accepting this Warrant, the appropriate appellate courts therefrom)Holder, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby each irrevocably consents to the jurisdiction of any such courts (and of the appropriate appellate courts therefrom) court in any such Claim suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying of venue of any such Claim suit, action or proceeding brought in such courts and irrevocably waives any such court or claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING LITIGATION WITH RESPECT TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX WARRANT AND THE COMPANY AGREES REPRESENTS THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTWAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkMaryland, without regard to conflicts of laws principles. No Claim may be commencedEach party irrevocably consents to and submits to the jurisdiction, prosecuted or continued including the personal jurisdiction, of (i) any Maryland State court and (ii) any Federal court of the United States sitting in any court other than the courts of the State of New York located Maryland, solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto only in the City and County any Federal court of New York or in the United States District Court sitting in the State of Maryland or, if such suit, action or other proceeding may not be brought in such court for the Southern District reasons of New York (and of the appropriate appellate courts therefrom)subject matter jurisdiction, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowin any Maryland State court. Each of the parties hereby party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such Claim may be served on any suit, action or other proceeding by the mailing of copies thereof by registered mail to such party anywhere at its address set forth in the worldthis Agreement, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 5.8 shall affect the right of any party at the address provided to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 11 5.8 shall be deemed effective not constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTjudgment or in any other manner provided by law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding interpretation of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. No Claim may be commencedEach party agrees that all Proceedings concerning the interpretations, prosecuted or continued in any court other than the courts enforcement and defense of the State of transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York located in Courts. Each party hereto hereby irrevocably submits to the City and County exclusive jurisdiction of the New York or in the United States District Court Courts for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties any dispute hereunder or in connection herewith or with any transaction contemplated hereby irrevocably consents to the jurisdiction of such courts (or discussed herein, and of the appropriate appellate courts therefrom) in any such Claim and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any Proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtNew York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Without limiting the foregoing, each Each party agrees that hereto hereby irrevocably waives personal service of process on and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address provided in Section 11 effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process on such party to the extent consistent with applicable lawsin any manner permitted by law. EACH OF XXXXXX XXXXXXX PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.THIS

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“"Claim”"), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address as provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX MORGAN STANLEY, THE ADVISOR AND THE COMPANY WAIVES XXX-XXVXXXX XXIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX MORGAN STANLEY, THE ADVISOR AND THE COMPANY AGREES XXX-XXVXXXX XXREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX MORGAN STANLEY, THE ADVISOR AND THE COMPANYXXX-XXVXXXX, AS XS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX MORGAN STANLEY, THE ADVISOR OR THE COMPANY ARE SXX-XXXIXXX XXX OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement Indenture and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, each Note shall be governed by and deemed to be a contract under, and construed in accordance with with, the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof. No Claim Any action or proceeding arising out of or relating to this Indenture or the transactions contemplated hereby may be commenced, prosecuted instituted in the federal courts of the United States of America located in the City of New York or continued in any court other than the courts of the State of New York in each case located in the City and County of New York or in York, and each party irrevocably submits to the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters (except as provided below. Each of the parties hereby irrevocably consents for proceedings instituted in regard to the enforcement of a judgment of any such court as to which such jurisdiction is non-exclusive) of such courts (and of the appropriate appellate courts therefrom) in any such Claim suit, action or proceeding. The parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection that it may now or hereafter have to the laying of the venue of any suit, action or other proceeding in such Claim in any such court courts and irrevocably and unconditionally waive and agree not to plead or that any such Claim brought claim in any such court has been brought in an inconvenient forum. Process Service of any process, summons, notice or document by mail to the address of the Principal Executive Offices of the Company shall be effective service of process upon the Company for any suit, action or other proceeding brought in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX THE COMPANY AND THE COMPANY WAIVES TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO OF TRIAL BY JURY IN ANY ACTION OR PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND INDENTURE, THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX NOTES OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkDelaware without regard to the choice of law principles thereof. No Claim may be commenced, prosecuted or continued in any court other than Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Delaware located in the City Wilmington, Delaware and County of New York or in the United States District Court for the Southern District of New York (Delaware for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over world by the adjudication same methods as are specified for the giving of such matters except as provided belownotices under this Agreement. Each of the parties hereby hereto irrevocably consents to the jurisdiction of any such courts (and of the appropriate appellate courts therefrom) court in any such Claim suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such Claim suit, action or proceeding brought in such courts and irrevocably waives any such court or claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTIES HERETO WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY PROCEEDING LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENTWAIVER. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY4.12 Delays or Omissions. No delay or omission to exercise any right, AS THE CASE MAY BEpower or remedy accruing to any party under this Agreement, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTupon any breach or default of any other party under this Agreement, BY SUIT UPON SUCH JUDGMENT.shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 4.13

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, Warrant shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. No Claim may be commencedThe Company and, prosecuted or continued in any court other than by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York or in County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby (and each, a “Proceeding”). Service of process in connection with any such Proceeding may be served on each party hereto anywhere in the appropriate appellate courts therefrom)world by the same methods as are specified for the giving of notices under this Warrant. The Company and, which courts shall have exclusive jurisdiction over by accepting this Warrant, the adjudication of such matters except as provided below. Each of the parties hereby Holder, each irrevocably consents to the jurisdiction of any such courts (and of the appropriate appellate courts therefrom) court in any such Claim Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying of venue of any such Claim Proceeding brought in such courts and irrevocably waives any such court or claim that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process The Company hereby irrevocably appoints CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for service of process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Proceeding and agrees that service of process on in any manner permitted by applicable laws in any such party Proceeding may be made upon the Company at the address provided in Section 11 shall be deemed effective office of such agent. The Company represents and warrants that such agent has agreed to act as agent for service of process on process, and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such party to the extent consistent with applicable lawsappointment in full force and effect. EACH OF XXXXXX XXXXXXX AND THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER, HEREBY WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING WITH RESPECT TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX WARRANTS AND THE COMPANY AGREES REPRESENTS THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTWAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in Delaware without regard to any court other than the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. Each party hereby agrees that service of summons, complaint or other process in connection with any actions or proceedings contemplated hereby may be made in accordance with Section 7.3 addressed to such party at the address specified pursuant to Section 7.3. Each of the parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the City and County event, but only in the event, that such court declines to accept jurisdiction over such action or proceeding, to the exclusive jurisdiction of New York the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of any such action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the Southern District of New York Delaware, and any appellate court from any thereof (collectively, the “Courts”), for the purposes of any action or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of agrees not to commence any action or proceeding relating hereto except in such matters except Courts as provided belowherein). Each of the parties hereby irrevocably consents further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 7.3 to such party’s address set forth in Section 7.3 will be effective service of process for any action or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction of such courts (and as set forth in the immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party agrees that service a final judgment in any action or proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY WAIVES ALL FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO CONNECTION WITH THIS AGREEMENTAGREEMENT EXECUTED IN CONNECTION HEREWITH THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF XXXXXX XXXXXXX ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BROUGHT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 6.1.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedAlabama, prosecuted or continued in any court without regard to conflicts of laws provisions thereof that would require application of the laws of another jurisdiction, other than those that mandatorily apply. Each party hereby irrevocably submits to the jurisdiction of the state courts sitting in Cxxxxx County, Alabama, and the federal courts of the State of New York United States located in the City and County of New York or in the United States District Court for the Southern District of New York (and Alabama, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or in respect of any such transaction, 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 appellate courts therefrom), which courts shall have exclusive or that this Agreement may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the adjudication person of such matters except as provided below. Each parties and over the subject matter of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim dispute and irrevocably waivesagrees that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7, to the fullest extent or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Each party acknowledges and agrees that any objection controversy that it may now or hereafter arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right that such party may have to the laying of the venue a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such Claim other party would not, in any the event of litigation, seek to enforce the foregoing waiver; (b) each such court or that any party understands and has considered the implications of this waiver; (c) each such Claim brought in any party makes this waiver voluntarily; and (d) each such court party has been brought induced to enter into this Agreement by, among other things, the mutual waivers and certifications in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in this Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT11.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, Guaranty shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkYork (excluding the laws applicable to conflicts or choice of law). No Claim The Guarantor agrees that any suit for the enforcement of this Guaranty may be commenced, prosecuted or continued brought in any court other than the courts of the State of New York located in the City and County of York, New York or in the United States District Court for the Southern District of New York (County and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the non-exclusive jurisdiction of such courts (court and to service of the appropriate appellate courts therefrom) process in any such Claim and irrevocably waives, to suit’s being made upon any Guarantor by mail at the fullest extent permitted by law, address set forth at the head of this Guaranty. The Guarantor hereby waives any objection that it may now or hereafter have to the laying of the venue of any such Claim in suit or any such court or that any such Claim brought in any such court has been suit was brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoingEACH PARTY HERETO HEREBY WAIVES, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND TO THE COMPANY WAIVES ALL FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR CLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENTOTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF XXXXXX XXXXXXX ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE COMPANY AGREES THAT A FINAL JUDGMENT OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTPARAGRAPH.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claimTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, counterclaimUNITED STATES OF AMERICA, dispute or proceeding WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of any kind state or nature whatsoever arising out of or federal court sitting in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State County of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in over any suit, action or proceeding arising out of or relating to this Agreement or the City and County of New York or in the United States District Court for the Southern District of New York (and affairs of the appropriate appellate courts therefrom)Company. To the fullest extent they may effectively do so under applicable law, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby hereto irrevocably consents waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by lawcourt, any objection that it they may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding brought in any such court or and any claim that any such Claim suit, actin or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX PARTY HEREBY IRREVOCABLY WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING RELATED TO THIS AGREEMENT BROUGHT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN ANY SUCH COURT SHALL BE CONCLUSIVE THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND BINDING UPON XXXXXX XXXXXXX (ii) ACKNOWLEDGES THAT IT AND THE COMPANYOTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AS AMONG OTHER THINGS, THE CASE MAY BE, MUTUAL WAIVERS AND MAY BE ENFORCED CERTIFICATIONS IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 2.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Law of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Law of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. Service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10.3 addressed to such Party at the City and County address specified pursuant to Section 10.3. Each Party irrevocably submits to the exclusive jurisdiction of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom)Delaware, which courts shall or if, but only if, that such court does not have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesaction or proceeding, to the fullest extent permitted by lawexclusive jurisdiction of the Delaware Court of Chancery (or, if that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of the Delaware Superior Court) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Proceeding relating hereto except in such Courts). Service of any process, summons, notice or document hand delivered or sent in accordance with Section 10.3 to such Party’s respective address set forth in Section 10.3 will be effective service of process for any Proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN DEFEND ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO RIGHTS UNDER THIS AGREEMENT BROUGHT AND ANY DOCUMENT EXECUTED IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTCONNECTION HEREWITH.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any claimsuit, counterclaim, dispute action or proceeding of any kind or nature whatsoever (“Proceeding”) arising out of or in any way relating to this Agreement Agreement, each of the Parties hereto hereby irrevocably (“Claim”), directly or indirectly, shall be governed by and construed in accordance with a) submits to the internal laws exclusive jurisdiction of the Court of Chancery of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City Delaware and County of New York or in the United States District Court for the Southern District of New York Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the appropriate appellate courts therefrom)Selected Courts; provided, which courts shall have exclusive jurisdiction over however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the adjudication purpose of such matters except as provided below. Each enforcing an order or judgment issued by one of the parties hereby irrevocably Selected Courts; (b) consents to the jurisdiction service of such courts (and of the appropriate appellate courts therefrom) process in any such Claim and irrevocably waivesProceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(d) hereof; provided, however, that nothing herein shall affect the fullest extent right of any Party hereto to serve process in any other manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING RELATED TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement Agreement, the Exhibits and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating Schedules to this Agreement and the Contemplated Transactions (“Claim”)whether in Law or in equity, directly in Contract, in tort or indirectly, otherwise) shall be governed by and construed interpreted and enforced in accordance with the internal laws Laws of the State of New York. No Claim may be commencedDelaware, prosecuted without giving effect to any choice of Law or continued in any court other than the courts conflict of Laws rules or provisions (whether of the State of New York located in Delaware or any other jurisdiction) that would cause the City application of the Laws of any jurisdiction other than the State of Delaware. Each party irrevocably submits to the exclusive jurisdiction of and County venue of New York or in the United States District Court of Chancery of the State of Delaware for the Southern District purposes of New York (any Proceeding arising out of this Agreement or the other Contemplated Transactions, and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of irrevocably agrees to commence and litigate any such matters except as provided belowProceeding only in such courts. Each party further agrees that service of the parties hereby irrevocably consents to the jurisdiction any process, summons, notice or document in accordance with Section 11.2 shall be effective service of process, summons, notice or documents for any such courts (and of the appropriate appellate courts therefrom) Proceeding. Nothing in this Agreement shall in any way be deemed to limit the ability of either party to serve any such Claim and irrevocably waivesprocess, to the fullest extent summons, notice or document in any other manner permitted by law, applicable Law. Each party hereby (a) irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any Proceeding arising out of this Agreement or the consummation of the Contemplated Transactions in such Claim courts, (b) irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in , and (c) irrevocably and unconditionally agrees to be bound by any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of judgment rendered by any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX PARTY HEREBY IRREVOCABLY AND THE COMPANY UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH , THE CONTEMPLATED TRANSACTIONS OR THE ACTIONS, INCLUDING COUNTERCLAIMS, OF XXXXXX XXXXXXX THE PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT ENFORCEMENT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding interpretation of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkYork applicable to contracts executed in and to be performed in that State, without regard to the principles of conflicts of law thereof or of any other jurisdiction. No Claim may be commencedEach party agrees that all Proceedings concerning the interpretations, prosecuted or continued in any court other than the courts enforcement and defense of the State of transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York located in Courts. Each party hereto hereby irrevocably submits to the City and County exclusive jurisdiction of the New York or in the United States District Court Courts for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the parties hereby irrevocably consents to the jurisdiction of such courts (and any of the appropriate appellate courts therefrom) in any such Claim Transaction Documents), and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any Proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtNew York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Without limiting the foregoing, each Each party agrees that hereto hereby irrevocably waives personal service of process on and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address provided in Section 11 effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process on such party to the extent consistent with applicable lawsin any manner permitted by law. EACH OF XXXXXX XXXXXXX PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTTRANSACTIONS CONTEMPLATED HEREBY AND REPRESENTS AND WARRANTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, BY SUIT UPON SUCH JUDGMENTthen the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement (including all matters concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, interpretation hereof) shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkDelaware, without regard to the conflicts of law principles thereof. No Claim may be commenced, prosecuted or continued in any court other than Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the City Delaware and County of New York or in the United States District Court for the Southern District of New York Delaware (together, the “Delaware Courts”) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over world by the adjudication same methods as are specified for the giving of such matters except as provided belownotices under this Agreement. Each of the parties hereby hereto irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) any Delaware Court in any such Claim suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any Delaware Court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue such immunity in respect of any such Claim in any such court suit, action or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsproceeding. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTIES HERETO WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING LITIGATION WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS WAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Maryland without giving effect to the courts principles of the State conflicts of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowlaw. Each of the parties hereby party irrevocably consents submits to the jurisdiction of such courts (i) any Maryland State court, and (ii) any Federal court of the appropriate appellate courts therefrom) United States sitting in the State of Maryland, solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of the United States sitting in the State of Maryland or, if such Claim suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such Claim may be served on any suit, action or other proceeding by the mailing of copies thereof by registered mail to such party anywhere at its address set forth in the worldthis Agreement, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 5.8 shall affect the right of any party at the address provided to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 11 5.8 shall be deemed effective not constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.judgment or in any other manner provided by law

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [DELAWARE] (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF [DELAWARE] OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF [DELAWARE]). With respect to any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever Proceeding arising out of or in any way relating to this Agreement Agreement, each of the Parties hereby irrevocably (“Claim”), directly or indirectly, shall be governed by and construed in accordance with a) submits to the internal laws exclusive jurisdiction of the [Court of Chancery of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware] and the courts of the State of New York located in the City and County of New York or in the [United States District Court for the Southern District of New York Delaware] and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the appropriate appellate courts therefrom)Selected Courts; provided, which courts shall have exclusive jurisdiction over however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the adjudication purpose of such matters except as provided below. Each enforcing an order or judgment issued by one of the parties hereby irrevocably Selected Courts; (b) consents to the jurisdiction service of such courts (and of the appropriate appellate courts therefrom) process in any such Claim and irrevocably waivesProceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(d) hereof; provided, however, that nothing herein shall affect the fullest extent right of any Party hereto to serve process in any other manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING RELATED TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Letter Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relating to this Letter Agreement and or the negotiation, execution or performance of this Letter Agreement (including any claimclaim or cause of action based upon, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or related to any representation or warranty made in any way relating to or in connection with this Agreement (“Claim”), directly or indirectly, Letter Agreement) shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commencedDelaware, prosecuted or continued in any court other than without respect to its applicable principles of conflicts of laws that might require the courts application of the State laws of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowanother jurisdiction. Each of the parties hereby irrevocably consents and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of such courts the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the appropriate State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate courts therefrom) court from any decision thereof, in any Action arising out of or relating to this Letter Agreement, including the negotiation, execution or performance of this Letter Agreement and agrees that all claims in respect of any such Claim Action shall be heard and irrevocably determined in the Delaware Courts, (ii) waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any Action arising out of or relating to this Letter Agreement or the negotiation, execution or performance of this Letter Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Claim Action in any such court or and (iv) agrees that any such Claim brought a final judgment in any such court has been brought Action shall be conclusive and may be enforced in an inconvenient forum. Process other jurisdictions by suit on the judgment or in any such Claim may be served on any party anywhere in the worldother manner provided by Law. Blackstone Tactical Opportunities Advisors LLC EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, whether within or without the jurisdiction of any such court. Without limiting the foregoingARISE OUT OF OR RELATED TO THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsTHEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH OF XXXXXX XXXXXXX THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (I) NEITHER THE COMPANY WAIVES ALL OTHER PARTIES NOR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS LETTER AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and any claim, counterclaim, dispute or proceeding interpretation of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. No Claim may be commencedEach party agrees that all Proceedings concerning the interpretations, prosecuted or continued in any court other than the courts enforcement and defense of the State of transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York located in Courts. Each party hereto hereby irrevocably submits to the City and County exclusive jurisdiction of the New York or in the United States District Court Courts for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the parties hereby irrevocably consents to the jurisdiction of such courts (and any of the appropriate appellate courts therefrom) in any such Claim Transaction Documents), and hereby irrevocably waives, and agrees not to the fullest extent permitted by lawassert in any Proceeding, any objection claim that it may now or hereafter have is not personally subject to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtNew York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Without limiting the foregoing, each Each party agrees that hereto hereby irrevocably waives personal service of process on and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address provided in Section 11 effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed effective service of to limit in any way any right to serve process on such party to the extent consistent with applicable lawsin any manner permitted by law. EACH OF XXXXXX XXXXXXX PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTTRANSACTIONS CONTEMPLATED HEREBY. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, BY SUIT UPON SUCH JUDGMENTthen the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. No Claim may In addition, 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, shall be commencedbrought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, prosecuted solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or continued 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 by this Agreement in any court other than the courts aforesaid courts. Each of the State of New York located parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the City and County of New York or in the United States District Court for the Southern District of New York (and jurisdiction of the appropriate appellate above named courts therefromfor any reason other than the failure to serve in accordance with this Section 12(j), which (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts shall have exclusive jurisdiction over (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the adjudication fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such matters except as provided belowsuit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at any process, summons, notice or document by U.S. registered mail to the address provided respective addresses set forth in Section 11 12(b) shall be deemed effective service of process on such party for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. Furthermore, the Purchaser irrevocably agrees that service of any process, summons, notice or document by prepaid first class mail (or its international equivalent) to the extent consistent Purchaser’s registered agent in the State of Delaware (which, as of the date hereof, is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx in the City of Wilmington, County of New Castle, Delaware 19801), shall be shall be effective service of process for any suit, judicial or arbitral proceeding in connection with applicable lawsthis Agreement. The provisions of this Section 12(j) are intended to designate contractually bargained for methods of service for disputes related to this Agreement, and is does not otherwise limit the parties from effecting service of process through other means as permitted by law or equity. EACH OF XXXXXX XXXXXXX THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF XXXXXX XXXXXXX PARTY MAKES THIS WAIVER VOLUNTARILY AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BROUGHT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 12(J).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever all questions and Proceedings arising out of or in any way relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New YorkDelaware. No Claim Each Party hereby agrees that service of summons, complaint, or other process in connection with any Proceedings contemplated hereby may be commenced, prosecuted or continued made in any court other than accordance with Section 10.3 addressed to such Party at the courts address specified pursuant to Section 10.3. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of New York located Delaware, or in the City and County event, but only in the event, that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of New York or in the United States District Court for the Southern District of New York Delaware (or, in the event that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of agrees not to commence any Proceeding relating hereto except in such matters except Courts as provided belowherein). Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice, or document hand delivered or sent in accordance with Section 10.3 to such Party’s address set forth in Section 10.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the other Transaction Documents, or the Transactions in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party the judgment in any jurisdiction or in any other manner provided at law or in equity. Each Party irrevocably and unconditionally waives, to the fullest extent consistent permitted by applicable Law, any right it may have to a trial by jury in respect of any Proceeding directly or indirectly arising out of or in connection with applicable lawsthis Agreement and any other Transaction Document executed in connection herewith or the Transactions. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM Each Party certifies and acknowledges that (WHETHER BASED UPON CONTRACTa) no representative of any other Party has represented, TORT OR OTHERWISEexpressly or otherwise, that such Party would not seek to enforce the foregoing waiver in the event of an action or Proceeding, (b) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYsuch Party has considered the implications of this waiver, AS THE CASE MAY BE(c) such Party makes this waiver voluntarily, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTand (d) such Party has been induced to enter into this Agreement by, BY SUIT UPON SUCH JUDGMENTamong other things, the mutual waivers and certifications in this Section 9.1.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, offer letter shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles. No Claim may be commenced, prosecuted or continued in any court other than You and the courts Company hereby irremovably submit to the exclusive jurisdiction of the State Federal and state courts of New York State located in the City and County of New York County in respect of the interpretation and enforcement of the provisions of this letter. You and the Company hereby waive and agree not to assert, as a defense in any action, suit or in the United States District Court proceeding for the Southern District of New York (interpretation and of enforcement hereof, 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 appellate courts therefrom), which courts shall have exclusive or that this offer letter may not be enforced in or by such courts. You and the Company hereby consent to and grant any such court jurisdiction over your person and over the adjudication subject matter of any such matters except as provided below. Each action, suit, or proceeding, and agree that the mailing of the parties hereby irrevocably consents to the jurisdiction of process or other papers in connection with any such courts (and of the appropriate appellate courts therefrom) action, suit, or proceeding in any such Claim and irrevocably waives, to the fullest extent manner as may be permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 law shall be deemed effective valid and sufficient service of process on such party to the extent consistent with applicable lawsthereof. EACH OF XXXXXX XXXXXXX YOU FURTHER ACKNOWLEDGE AND THE COMPANY WAIVES ALL AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) LITIGATION ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENTOFFER LETTER. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYYou certify and acknowledge that (i) no representative, AS THE CASE MAY BEagent or attorney of the Company has represented, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTexpressly or otherwise, BY SUIT UPON SUCH JUDGMENTthat the Company would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) you understand and have considered the implications of this waiver, (iii) you make this waiver voluntarily, and (iv) the Company has been induced to enter into this offer letter by, among other things, the waiver and certifications in this paragraph.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (i) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Washington without giving effect to the courts principles of the State conflicts of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowlaw. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the King County Superior Court of the State of Washington or, if under applicable law exclusive jurisdiction over the Litigation (as defined below) lies with the courts of the United States, any court of the United States located in the State of Washington, for any action, suit, proceeding or investigation in any court or before any Governmental Authority ("Litigation") arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Litigation, any claim that he, she or it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 12(e), that he, she or it or his, her or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and of to the appropriate appellate courts therefrom) fullest extent permitted by applicable law, that the Litigation in any such Claim court is brought in an inconvenient forum, that the venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now and all rights to trial by jury in connection with any Litigation arising out of or hereafter have relating to this Agreement or the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTtransactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Letter Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relating to this Letter Agreement and or the negotiation, execution or performance of this Letter Agreement (including any claimclaim or cause of action based upon, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or related to any representation or warranty made in any way relating to or in connection with this Agreement (“Claim”), directly or indirectly, Letter Agreement) shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commencedDelaware, prosecuted or continued in any court other than without respect to its applicable principles of conflicts of laws that might require the courts application of the State laws of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowanother jurisdiction. Each of the parties hereby irrevocably consents and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of such courts the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the appropriate State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate courts therefrom) court from any decision thereof, in any Action arising out of or relating to this Letter Agreement, including the negotiation, execution or performance of this Letter Agreement and agrees that all claims in respect of any such Claim Action shall be heard and irrevocably determined in the Delaware Courts, (ii) waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any Action arising out of or relating to this Letter Agreement or the negotiation, execution or performance of this Letter Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Claim Action in any such court or and (iv) agrees that any such Claim brought a final judgment in any such court has been brought Action shall be conclusive and may be enforced in an inconvenient forum. Process other jurisdictions by suit on the judgment or in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address other manner provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsby Law. EACH OF XXXXXX XXXXXXX THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE COMPANY WAIVES ALL BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (I) NEITHER THE OTHER PARTIES NOR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS LETTER AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENTJURY. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.Blackstone Tactical Opportunities Advisors LLC

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement will be deemed to have been made and any claim, counterclaim, dispute or proceeding delivered in the State of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, New York and shall be governed by as to validity, interpretation, construction, effect and construed in accordance with all other respects exclusively under the internal substantive laws of the State of New York, regardless of conflict of law principles. No Claim (b) Pall and Vitex (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement may be commenced, prosecuted or continued instituted in any court other than the courts Supreme Court of the State of New York located in the City and York, County of New York Nassau, or in the United States District Court for the Southern Eastern District of New York York, (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromii) in any such Claim and irrevocably waives, to the fullest extent permitted by law, waive any objection that it may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding, and (iii) irrevocably consent to the jurisdiction of the Supreme Court of the State of New York, County of Nassau, and the United States District Court for the Eastern District of New York in any such court suit, action or that proceeding. Both parties further agree to accept and acknowledge service of any such Claim brought and all process which may be served in any such court has been brought suit, action or proceeding in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees courts and agree that service of process on such sent by registered mail, return receipt requested, to the other party at the such party's then current address provided in under Section 11 shall 9.01 of this Agreement will be deemed in every respect effective service of process on in any such party to the extent consistent with applicable lawssuit, action or proceeding. EACH (c) THE PARTIES HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY CLAIM OR CAUSE OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER ACTION BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each party acknowledges that this waiver is a material inducement for the other party to enter into this Agreement. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY WAY RELATING SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with (a) the internal laws of the State of New York. No Claim may be commencedNevada with respect to matters, prosecuted issues and questions relating to the duties of the Special Committee or continued in any court other than the courts Company Board or to the Merger and (b) the laws of the State of New York located in the City Delaware with respect to all other matters, issues and County questions, without giving effect to any choice or conflict of New York law provision or in the United States District Court for the Southern District of New York rule (and whether of the appropriate appellate courts therefrom), which courts shall have exclusive State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction over other than the adjudication State of such matters except as provided belowDelaware. Each party hereto stipulates that any dispute or disagreement between or among any of the parties hereby irrevocably hereto as to the interpretation of any provision of, or the performance of obligations under, this Agreement shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any other Delaware state court or any federal court located within the State of Delaware), and each party hereto consents to personal and subject matter jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such courts (and venue or forum by reason of the appropriate appellate courts therefrom) in its present or future domiciles, or by any other reason, for any such Claim dispute or disagreement. The parties hereto acknowledge that all directions issued by the forum court, including all injunctions and irrevocably waivesother decrees, will be binding and enforceable in all jurisdictions and countries. Each party hereby waives its right to the fullest extent permitted a trial by law, any objection that it may now or hereafter have to the laying of the venue jury of any such Claim in claim or cause of action arising out of or relating to Parent’s investigation of Company, this Agreement, the negotiation and execution of this Agreement or any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party Contract entered into pursuant hereto (except to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACTotherwise expressly set forth therein) and the performance by the parties of its or their terms in any action, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYproceeding or other litigation of any type brought by one party against another, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTregardless of the basis of the claim or cause of action.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating is to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New YorkDelaware, without regard to its rules of conflict of laws. No Claim may be commenced, prosecuted or continued in any court other than the courts Each of the State Parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery in New York located Castle County, or in the City and County of New York or event (but only in the event) that such court does not have subject matter jurisdiction over such Claim, the United States District Court for the Southern District of New York (Delaware. A final judgment in any such Claim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. To the extent that service of the appropriate appellate courts therefrom)process by mail is permitted by any applicable Legal Requirement, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby each Party irrevocably consents to the jurisdiction service of such courts (and of the appropriate appellate courts therefrom) process in any such Claim and in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for in this Agreement. Each Party irrevocably waives, agrees not to the fullest extent permitted by law, assert (a) any objection that which it may now or hereafter ever have to the laying of the venue of any such Claim in any the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court or does not have subject matter jurisdiction over such Claim, the United States District Court for the District of Delaware and (b) any claim that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the worldTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX THE PARTIES HEREBY WAIVES, AND THE COMPANY WAIVES ALL AGREES TO CAUSE EACH OF ITS AFFILIATES TO WAIVE, AND COVENANTS THAT NEITHER IT NOR ANY OF HIS, HER OR ITS AFFILIATES WILL ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT FORUM IN RESPECT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO BASED UPON THIS AGREEMENT BROUGHT OR THE SUBJECT MATTER HEREOF, IN ANY EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY ACKNOWLEDGES THAT SUCH COURT SHALL BE CONCLUSIVE PARTY HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION 10.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES ARE RELYING AND BINDING UPON XXXXXX XXXXXXX WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE JURISDICTION WAIVER OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, RIGHT TO TRIAL BY SUIT UPON SUCH JUDGMENTJURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, controversy or dispute arising under or proceeding of any kind or nature whatsoever arising out of or in any way relating related to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may The Issuers, the Guarantors and each Initial Purchaser hereby (a) agree that any suit or proceeding arising in respect of this Agreement will be commenced, prosecuted or continued in any court other than the courts of the State of New York located tried exclusively in the City and County of New York or in the United States U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, (b) agree to submit to the jurisdiction of, and of to venue in, such courts and (c) agree that a final judgment in any such action or any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as judgment or any other manner provided belowby law. Each of the parties hereby irrevocably consents Issuers and the Guarantors, to the jurisdiction of such courts (and extent organized outside of the appropriate appellate courts therefrom) United States, shall appoint CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its agent for service of process in any such Claim suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 upon said authorized agent shall be deemed in every respect effective service of process on upon it in any such party suit, action or proceeding. Each of the Issuers and the Guarantors, to the extent consistent with applicable lawsorganized outside of the United States agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. Each of the Issuers and the Guarantors, to the extent organized outside of the United States, further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be reasonably necessary to continue such designation and appointment of CT Corporation System in full force and effect for so long as this Agreement, remains in force. EACH OF XXXXXX XXXXXXX THE ISSUERS AND THE COMPANY WAIVES GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTTRANSACTIONS CONTEMPLATED HEREBY. To the extent that the Issuers and the Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) Ireland, BY SUIT UPON SUCH JUDGMENTor any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which they own or lease property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, each of the Issuers and the Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may Delaware applicable to agreements made and to be commencedperformed entirely within such State, prosecuted or continued in any court other than without regard to the courts conflicts of law principles of such State that would cause the application of the State Laws of New York located any other jurisdiction. Each of the Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or in the City and County of New York or event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, in the United States District Court for the Southern District of New York (and Delaware) in any action arising out of or relating to this Agreement or any of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowcontemplated hereby. Each of the parties hereby Parties irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of the venue of any such Claim action arising out of or relating to this Agreement in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Each of the foregoingParties hereby irrevocably waives, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the fullest extent consistent with permitted by applicable lawsLaw, the defense of an inconvenient forum to the maintenance of such action in any such court. Each of the Parties agrees not to bring any action arising out of or relating to this Agreement or any of the matters contemplated hereby other than in any such court. EACH OF XXXXXX XXXXXXX PARTY ACKNOWLEDGES AND THE COMPANY AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING LITIGATION DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH COURT SHALL BE CONCLUSIVE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND BINDING UPON XXXXXX XXXXXXX AND HAS CONSIDERED THE COMPANYIMPLICATIONS OF SUCH WAIVER, AS THE CASE MAY BE(III) IT MAKES SUCH WAIVER VOLUNTARILY, AND MAY BE ENFORCED (IV) IT HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 11.4.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of any kind state or nature whatsoever arising out of or federal court sitting in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State County of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in over any suit, action or proceeding arising out of or relating to this Agreement. To the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom)fullest extent they may effectively do so under applicable law, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby hereto irrevocably consents waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by lawcourt, any objection that it they may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding brought in any such court or and any claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY IRREVOCABLY AND THE COMPANY UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING MATTER RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF XXXXXX XXXXXXX THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY, AS THE CASE MAY BEAPPLICABLE, AND MAY BE ENFORCED IN ANY AMONG OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECTTHINGS, BY SUIT UPON SUCH JUDGMENTTHE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedDelaware, prosecuted or continued in any court other than without regard to the courts conflicts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication law rules of such matters except as provided belowstate. Each of the parties hereby hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with Section 5.04 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 5.08(a) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), in the event any dispute arises out of this Agreement, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such courts (and of the appropriate appellate courts therefrom) in personal jurisdiction by motion or other request for leave from any such Claim court, (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and irrevocably waivesdetermined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the fullest extent permitted by lawState of Delaware), (v) waives any objection that it may now or hereafter have to the laying of the venue of any such Claim action or proceeding in any such court or that any such Claim brought in any such court has been action or proceeding was brought in an inconvenient forum. Process court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of the Company and the Stockholders agree that a final judgment in any action or proceeding in such Claim court as provided above shall be conclusive and may be served enforced in other jurisdictions by suit on the judgment or in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address other manner provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTby Applicable Law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. EACH OF THE PARTIES HERETO AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE THE RIGHTS OR OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT SHALL BE COMMENCED AND MAINTAINED IN ANY COURT OF COMPETENT JURISDICTION LOCATED IN XXXXXX COUNTY, TEXAS, AND THAT ANY TEXAS STATE COURT SITTING IN XXXXXX COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS SITTING IN XXXXXX COUNTY, TEXAS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY SUCH ACTION OR PROCEEDING BROUGHT BY ANY OF THE PARTIES HERETO. Each of the Parties hereto further agrees that process may be served upon it by certified mail, return receipt requested, addressed as more generally provided in Section 8.2 hereof, and consents to the exercise of jurisdiction over it and its properties with respect to any claim, counterclaim, dispute Action or proceeding of any kind or nature whatsoever Proceeding arising out of or in any way relating to connection with this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of transactions contemplated hereby or the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue enforcement of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTrights under this Agreement.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkYork (without giving effect to its choice of law principles). No Claim may be commencedSubject to Sections 2.6(d) and 7.4(c), prosecuted for purposes of any Action arising out of or continued in connection with this Agreement, the Ancillary Documents or any court other than the courts transaction contemplated hereby or thereby, each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction and venue of any state or federal court located within New York County, State of New York located York, (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in the City Section 9.2 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 9.11, and County (c) waives and covenants not to assert or plead, by way of New York motion, as a defense or otherwise, in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom)any such Action, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents any claim that it is not subject personally to the jurisdiction of such courts (and of court, that the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been Action is brought in an inconvenient forum. Process , that the venue of the Action is improper or that this Agreement or the Ancillary Document, as applicable, or the subject matter hereof or thereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such Claim Action. The parties hereto hereby knowingly, voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and any agreement contemplated to be served on executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party anywhere in the world, whether within or without the jurisdiction of any connection with such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTagreements.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawslaw. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTJUDGMENT OR OTHER AVAILABLE JUDICIAL PROCESS.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than the State of Delaware. Each party hereto hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 12.3 addressed to such party at the address specified pursuant to Section 12.3. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the City and County event, but only in the event, that such court does not have jurisdiction over such Proceeding, to the exclusive jurisdiction of New York or in the United States District Court for the Southern District of New York Delaware (or, in the event that such court does not have jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of agrees not to commence any Proceeding relating hereto except in such matters except Courts as provided belowherein). Each of the parties hereby irrevocably consents hereto further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 12.3 to such party’s address set forth in Section 12.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim parties hereto irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party hereto agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTjudgment in any jurisdiction or in any other manner provided at law or in equity.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 8.4 addressed to such Party at the address specified pursuant to Section 8.4. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery, or in the City and County event, but only in the event, that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of New York or in the United States District Court for the Southern District of New York Delaware (or, in the event that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of the Delaware Superior Court) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefromagrees not to commence any Proceeding relating hereto except in such Courts), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 8.4 to such Party’s address set forth in Section 8.4 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the jurisdiction of such courts (and immediately preceding sentence. Each of the appropriate appellate courts therefrom) in any such Claim Parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim Proceeding arising out of or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN DEFEND ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO RIGHTS UNDER THIS AGREEMENT BROUGHT AND ANY DOCUMENT EXECUTED IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTCONNECTION HEREWITH.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware (except to the courts extent that mandatory provisions of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefromfederal law are applicable), which courts shall have exclusive jurisdiction over without giving effect to the adjudication principles of such matters except as provided belowconflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over the Litigation lies with the courts of the United States, any court of the United States located in the State of Delaware, for any action, suit, proceeding or investigation in any court or before any Governmental Authority (“Litigation”) arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and of to the appropriate appellate courts therefrom) fullest extent permitted by applicable law, that the Litigation in any such Claim court is brought in an inconvenient forum, that the venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now and all rights to trial by jury in connection with any Litigation arising out of or hereafter have relating to this Agreement or the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTtransactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE MANDATORILY REQUIRED THEREBY. The Issuer and any claimeach Guarantor hereby irrevocably and unconditionally submits, counterclaimfor itself and its property, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws jurisdiction of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts Supreme Court of the State of New York located sitting in the City and County of New York or in County and of the United States District Court for of the Southern District of New York (York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Indenture and any of the appropriate appellate courts therefrom)Notes, which courts shall have exclusive jurisdiction over or for recognition or enforcement of any judgment, and each of the adjudication parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such matters except as provided belowaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) hereto agrees that a final judgment in any such Claim action or proceeding may be heard and irrevocably waivesdetermined in such New York State or, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying in such Federal court. Each of the venue of any such Claim parties hereto agrees that a final judgment in any such court 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 the Trustee, Notes Collateral Agent, any Agent, or Holder any otherwise have to bring any action or proceeding relating to this Indenture against the Issuer or any Guarantor or their properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Notes or to enforce, protect or maintain their rights and Claims or for any other lawful purpose. Each Issuer and Guarantor further agrees that any such Claim action or proceeding brought in against the Trustee, the Notes Collateral Agent, any such court has been Agent or any Holder, if brought in an inconvenient forum. Process in by the Issuer or any such Claim may be served on any party anywhere in the worldGuarantor, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party brought only in New York State or, to the extent consistent with applicable lawspermitted by law, in such Federal court. EACH OF XXXXXX XXXXXXX THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE COMPANY WAIVES NOTES COLLATERAL AGENT HEREBY AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE NOTES, THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND INDENTURE, THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX NOTES OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 9 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANY WAIVES COMPANIES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANY AGREES COMPANIES AGREE THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANYCOMPANIES, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. OR THE COMPANY COMPANIES ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all claims and causes of action arising hereunder shall be governed by, and construed in accordance with, the Law of the State of Delaware applicable to contracts executed in and to be performed in that State with the exception of (and to the extent mandatorily required) any claimprovisions relating to the SID that are required to be governed by the Law of the Commonwealth of Australia, counterclaimwhich shall be governed by such Law. Each of the BCA Parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, dispute if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Litigation Division) declines to accept jurisdiction over a particular matter, any federal court located in the State of Delaware, and any appellate courts therefrom (collectively, the “Chosen Courts”). Each of the BCA Parties further agrees that notice as provided in the BCA shall constitute sufficient service of process and each of the BCA Parties further waives any argument that such service is insufficient. Each of the BCA Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or proceeding of as a defense, counterclaim or otherwise, in any kind or nature whatsoever Action arising out of or in any way relating to this Agreement Agreement, (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in i) any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents claim that it is not personally subject to the jurisdiction of such courts the Chosen Court as described herein for any reason, (and of the appropriate appellate courts therefromii) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue its property is exempt or immune from jurisdiction of any such Claim Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court or that any such Claim brought in any such court has been is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Process In the event any provision of any Ancillary Agreement in any such Claim may be served on any party anywhere in way conflicts with the worldprovisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process on such party to the extent consistent with applicable lawscontrol. EACH OF XXXXXX XXXXXXX AND THE COMPANY BCA PARTIES HEREBY WAIVES ALL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY PROCEEDING LITIGATION DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OF, UNDER OR IN ANY WAY RELATING TO CONNECTION WITH THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Maryland without giving effect to the courts principles of the State conflicts of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowlaw. Each of the parties hereby party irrevocably consents submits to the jurisdiction of such courts (i) any Maryland State court, and (ii) any Federal court of the appropriate appellate courts therefrom) United States sitting in the State of Maryland, solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of the United States sitting in the State of Maryland or, if such Claim suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such Claim may be served on any suit, action or other proceeding by the mailing of copies thereof by registered mail to such party anywhere at its address set forth in the worldthis Agreement, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 5.8 shall affect the right of any party at the address provided to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 11 5.8 shall be deemed effective not constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTjudgment or in any other manner provided by law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware, without regard to conflict of laws principles thereof. (b) To the fullest extent permitted by Law, each party to this Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if the court of Chancery of the State of Delaware declines to accept jurisdiction over any claimparticular matter, counterclaimany state or federal court within the State of Delaware), dispute (b) agrees that it will not attempt to deny or proceeding defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any kind state or nature whatsoever arising out federal court within the State of Delaware), (d) irrevocably waives any claim of improper venue or in any way claim that those courts are an inconvenient forum, and (e) agrees 12 that it will not bring any action relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued transactions contemplated hereunder in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowaforesaid courts. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to To the fullest extent permitted by lawLaw, any objection the parties to this Agreement agree that it may now mailing of process, notice or hereafter have to the laying of the venue of other papers in connection with any such Claim in any such court action or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere proceeding in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address manner provided in Section 11 6.8 or in such other manner as may be permitted by applicable Law, shall be deemed effective valid and sufficient service of process on such party to the extent consistent with applicable lawsthereof. (c) EACH OF XXXXXX XXXXXXX PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY WAIVES ALL FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING PARTY TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE CERTIFIES AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER COURTS PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE JURISDICTION FOREGOING WAIVER IN THE EVENT OF WHICH XXXXXX XXXXXXX OR A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE COMPANY ARE OR MAY BE SUBJECTIMPLICATIONS OF THIS WAIVER, BY SUIT UPON (C) SUCH JUDGMENTPARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.8(C). 5.9.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claimTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER IT SHALL BE GOVERNED BY, counterclaimAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, dispute or proceeding THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE RULES AND PRINCIPLES OF CONFLICTS OF LAWS THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of any kind state or nature whatsoever arising out of or federal court sitting in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State County of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in over any suit, action or proceeding arising out of or relating to this Agreement or the City and County of New York or in the United States District Court for the Southern District of New York (and affairs of the appropriate appellate courts therefrom)Company. To the fullest extent they may effectively do so under applicable law, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby hereto irrevocably consents waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by lawcourt, any objection that it they may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding brought in any such court or and any claim that any such Claim suit, actin or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX PARTY HEREBY IRREVOCABLY WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING RELATED TO THIS AGREEMENT BROUGHT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN ANY SUCH COURT SHALL BE CONCLUSIVE THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND BINDING UPON XXXXXX XXXXXXX (ii) ACKNOWLEDGES THAT IT AND THE COMPANYOTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AS AMONG OTHER THINGS, THE CASE MAY BE, MUTUAL WAIVERS AND MAY BE ENFORCED CERTIFICATIONS IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION 4.08.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way all questions relating to the interpretation or enforcement of this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws Laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Delaware without regard to the courts Laws of the State of New York located Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 12.03 addressed to such Party at the City and County address specified in Section 12.03. Each of New York or in the Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York Delaware, or in the event, but only in the event, that such court does not have jurisdiction over such action or proceeding, to the exclusive jurisdiction of the Delaware Court of Chancery (or, in the event that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of the Delaware Superior Court) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and of the appropriate appellate courts therefromagrees not to commence any Proceeding relating hereto except in such Courts), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby Parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 12.03 to such Party’s respective address set forth in Section 12.03 will be effective service of process for any Proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably consents and unconditionally waives any objection to the jurisdiction establishing of such courts (venue of any Proceeding arising out of or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and of the appropriate appellate courts therefrom) hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or Court that any such Claim Proceeding brought in any such court Court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Notwithstanding the foregoing, each party Party agrees that service a final judgment in any Proceeding properly brought in accordance with the terms of process on such party at the address provided in Section 11 this Agreement shall be deemed effective service of process conclusive and may be enforced by suit on such party to the extent consistent with applicable lawsjudgment in any jurisdiction or in any other manner provided at law or in equity. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN DEFEND ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO RIGHTS UNDER THIS AGREEMENT BROUGHT AND ANY DOCUMENT EXECUTED IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX CONNECTION HEREWITH OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHEREWITH.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by and construed in accordance with the internal laws of the State of New York. No Claim may be commencedAlabama, prosecuted or continued in any court without regard to conflicts of laws provisions thereof that would require application of the laws of another jurisdiction, other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowthose that mandatorily apply. Each of the parties party hereby irrevocably consents submits to the jurisdiction of the state courts sitting in Jefferson County, Alabama, and the federal courts of the United States located in the Northern District of Alabama, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or in respect of any such transaction, 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 such courts. Each party hereby consents to and of the appropriate appellate courts therefrom) in grants any such Claim court jurisdiction over the person of such parties and irrevocably waivesover the subject matter of any such dispute and agrees that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7, to the fullest extent or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Each party acknowledges and agrees that any objection controversy that it may now or hereafter arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right that such party may have to the laying of the venue a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such Claim other party would not, in any the event of litigation, seek to enforce the foregoing waiver; (b) each such court or that any party understands and has considered the implications of this waiver; (c) each such Claim brought in any party makes this waiver voluntarily; and (d) each such court party has been brought induced to enter into this Agreement by, among other things, the mutual waivers and certifications in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in this Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT11.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTJUDGMENT OR OTHER AVAILABLE JUDICAL PROCESS.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever Proceeding arising out of or in any way relating to this Agreement Agreement, each of the Parties hereto hereby irrevocably (“Claim”), directly or indirectly, shall be governed by and construed in accordance with a) submits to the internal laws exclusive jurisdiction of the Court of Chancery of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City Delaware and County of New York or in the United States District Court for the Southern District of New York Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the appropriate appellate courts therefrom)Selected Courts; provided, which courts shall have exclusive jurisdiction over however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the adjudication purpose of such matters except as provided below. Each enforcing an order or judgment issued by one of the parties hereby irrevocably Selected Courts; (b) consents to the jurisdiction service of such courts (and of the appropriate appellate courts therefrom) process in any such Claim and irrevocably waivesProceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 9(d) hereof; provided, however, that nothing herein shall affect the fullest extent right of any Party hereto to serve process in any other manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX WAIVES ANY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING RELATED TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkYork without regard to the choice of law principles thereof. No Claim may be commenced, prosecuted or continued in any court other than Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York, New York or in and the United States District Court for the Southern District of New York (for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over world by the adjudication same methods as are specified for the giving of such matters except as provided belownotices under this Agreement. Each of the parties hereby hereto irrevocably consents to the jurisdiction of any such courts (and of the appropriate appellate courts therefrom) court in any such Claim suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such Claim suit, action or proceeding brought in such courts and irrevocably waives any such court or claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX AND THE COMPANY PARTIES HERETO WAIVES ALL ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF OR IN ANY WAY RELATING THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS AGREEMENTWAIVER. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.适用法律;同意司法管辖区;放弃陪审团审判。无论纽约州法律对法律选择的原则有何规定,本协议均应受到美国纽约州的内部法律的管辖并根据该法律进行解释。对于和本协议或根据本协议拟进行的交易相关的或由此引起的任何诉讼、程序或判决,本协议的任一方在此均不可撤销地服从于位于纽约郡的纽约州法院和纽约南区美国联邦区法院的专属管辖。与这些诉讼、程序或判决有关的程序的递送可以按照本协议通知部分列出的相同方式递送给世界上任何地方的相关当事人。协议双方在此不可撤销地同意在上文所述的程序中上述法院的司法管辖权和审判地。协议双方在此不可撤销地放弃任何对在上文所述的程序中上述法院的审判地的反对意见和任何关于上述程序由上述法院进行审理的不方便性的声明。协议双方在此放弃在任何有关此协议和其他根据此协议拟进行的交易中所得的文件的诉讼中要求陪审团审判的权利,并表示在放弃权利前已向律师特别咨询。

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The parties hereto irrevocably submit to the exclusive jurisdiction of any claimstate or federal court sitting in New York County, counterclaimNew York, dispute over any suit, action or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”)Agreement. To the fullest extent they may effectively do so under applicable law, directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby hereto irrevocably consents waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by lawcourt, any objection that it they may now or hereafter have to the laying of the venue of any such Claim suit, action or proceeding brought in any such court or and any claim that any such Claim suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the worldEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACTOTHER PARTY HAS REPRESENTED, TORT EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (i) ARISING OUT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF OR IN ANY WAY RELATING THIS WAIVER, (i) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (i) SUCH PARTY HAS BEEN INDUCED TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO ENTER INTO THIS AGREEMENT BROUGHT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHIS SECTION ‎10(h).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted Delaware without giving effect to any choice or continued in any court other than the courts conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. Each party, unless otherwise prohibited by statute, hereto hereby irrevocably and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware state court in New York located in the City and County Castle County, or federal court of New York or in the United States District Court of America, sitting within New Castle County, Delaware, and any respective appellate court, in any action or proceeding arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for the Southern District recognition or enforcement of New York (any judgment relating thereto, and of the appropriate appellate courts therefrom)each party, which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties unless otherwise prohibited by statute, hereby irrevocably consents and unconditionally (a) agrees not to commence any such action or proceeding except in such courts; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the jurisdiction extent permitted by law, in such federal court; (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such courts (and of the appropriate appellate courts therefrom) action or proceeding in any such Claim Delaware state or federal court; and irrevocably (d) waives, to the fullest extent permitted by law, any objection that it may now the defense of lack of personal jurisdiction or hereafter have an inconvenient forum to the laying maintenance of the venue of any such Claim action or proceeding in any such court Delaware state or federal court. Each party hereto hereby agrees that any such Claim brought a final judgment in any such court has been brought action or proceeding shall be conclusive and may be enforced in an inconvenient forum. Process other jurisdictions by suit on the judgment or in any such Claim may be served on any party anywhere in the worldother manner provided by law. Each party, whether within or without the jurisdiction of any such court. Without limiting the foregoingunless otherwise prohibited by statute, each party agrees that hereto hereby irrevocably consents to service of process on such party at in the address manner provided for notices in Section 11 II.4. Nothing in this Agreement shall be deemed effective service affect the right of process on such any party to the extent consistent with serve process in any other manner permitted by applicable lawslaw. EACH OF XXXXXX XXXXXXX PARTY ACKNOWLEDGES AND THE COMPANY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING LITIGATION DIRECTLY OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT AND ANY OF THE AGREEMENTS DELIVERED IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX CONNECTION HEREWITH OR THE COMPANY ARE TRANSACTIONS CONTEMPLATED HEREBY OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTHEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawslaw. EACH OF XXXXXX XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTJUDGMENT OR OTHER AVAILABLE JUDICIAL PROCESS.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Agreement and any claim, counterclaim, dispute or proceeding action for enforcement of any kind or nature whatsoever arising out of or judgment in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim respect thereof may be commenced, prosecuted or continued brought in any court other than the courts of the State of New York located in the City and County or of New York or in the United States District Court of America for the Southern District of New York, in each case, which are located in New York (County, and, by execution and delivery of this Agreement, each Covered Party hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the appropriate aforesaid courts and appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowfrom any thereof. Each Covered Party irrevocably consents, for itself, to the service of process out of any of the parties hereby irrevocably consents to the jurisdiction of such aforementioned courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waivesaction or proceeding by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by lawitself at its address for notice set forth above. Each Covered Party hereby, for itself, irrevocably waives any objection that which it may now or hereafter have to the laying of the venue of any such Claim of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court or that any such Claim action or proceeding brought in any such court has been brought in an inconvenient forum. Process Nothing herein shall affect the right of the Administrative Agent to serve process in any such Claim may be served on other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsother jurisdiction. EACH OF XXXXXX XXXXXXX THE ADMINISTRATIVE AGENT AND THE COMPANY EACH COVERED PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“"Claim”"), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 9 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANY ADVISER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANY ADVISER AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. AND THE COMPANYADVISER, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX XXXXXXXXXXX & CO. INC. OR THE COMPANY ADVISER ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement The validity, interpretation and any claim, counterclaim, dispute or proceeding effect of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be are governed by and will be construed in accordance with the internal laws of the State of New York without regard to conflicts of law doctrines that would result in the application of any law other than the law of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than Each of Assignor and Assignee hereby irrevocably and unconditionally consents to the courts exclusive jurisdiction of the Court of Chancery of the State of New York located in the City and County of New York or Delaware (or, if such court lacks subject matter jurisdiction, in the United States District Court for or the Southern District of New York (and Delaware) for any action, suit or proceeding arising out of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided belowor related hereto. Each of the parties Assignor and Assignee further hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any action, suit or proceeding arising out of or relating to this Agreement in such Claim courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Claim action, suit or proceeding brought in any such court has been brought in an any inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable laws. EACH OF XXXXXX XXXXXXX ASSIGNOR AND ASSIGNEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT (TO THE COMPANY WAIVES ALL RIGHT FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO A TRIAL BY JURY IN OF ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) DISPUTE ARISING OUT OF OF, UNDER OR IN ANY WAY RELATING TO TO, THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AGREEMENT AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT DISPUTE SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.TRIED BEFORE A JUDGE SITTING WITHOUT A JURY

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE MANDATORILY REQUIRED THEREBY. The Issuers and any claimeach Guarantor hereby irrevocably and unconditionally submits, counterclaimfor itself and its property, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws jurisdiction of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts Supreme Court of the State of New York located sitting in the City and County of New York or in County and of the United States District Court for of the Southern District of New York (York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Indenture and any of the appropriate appellate courts therefrom)Notes, which courts shall have exclusive jurisdiction over or for recognition or enforcement of any judgment, and each of the adjudication parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such matters except as provided belowaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) hereto agrees that a final judgment in any such Claim action or proceeding may be heard and irrevocably waivesdetermined in such New York State or, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying in such Federal court. Each of the venue of any such Claim parties hereto agrees that a final judgment in any such court 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 the Trustee, Collateral Trustee, any Agent, or Holder any otherwise have to bring any action or proceeding relating to this Indenture against either Issuer or any Guarantor or their properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Notes or to enforce, protect or maintain their rights and Claims or for any other lawful purpose. Each Issuer and Guarantor further agrees that any such Claim action or proceeding brought in against the Trustee, the Collateral Trustee, any such court has been Agent or any Holder, if brought in an inconvenient forum. Process in by any such Claim may be served on Issuer or any party anywhere in the worldGuarantor, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party brought only in New York State or, to the extent consistent with applicable lawspermitted by law, in such Federal court. EACH OF XXXXXX XXXXXXX THE ISSUERS, THE GUARANTORS, THE TRUSTEE AND THE COMPANY WAIVES COLLATERAL TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND INDENTURE, THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX NOTES OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“"Claim”"), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawsparty. EACH OF XXXXXX XXXXXXX MORGAN STANLEY AND THE COMPANY WAIVES ALL COMPAXXXX XAXXXX XXL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX MORGAN STANLEY AND THE COMPANY AGREES THAT COMPAXXXX XGXXXX XXAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX MORGAN STANLEY AND THE COMPANYCOMPAXXXX, AS THE CASE AX XXX XASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX MORGAN STANLEY OR THE COMPANY ARE OR MAY COMPANXXX XXE XX XXX BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, counterclaim, dispute all disputes or proceeding of any kind or nature whatsoever controversies arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the internal laws of the State of New York. No Claim may , without regard to the laws of any other jurisdiction that might be commenced, prosecuted or continued in any court other than applied because of the courts conflicts of laws principles of the State of New York. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and determined any New York located state or federal court sitting in the Borough of Manhattan, City and County of New York or in the United States District Court for the Southern District of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the appropriate appellate courts therefrom), which courts shall have parties hereby irrevocably submits to the exclusive jurisdiction over of the adjudication aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such matters except court in New York as described herein. Each of the parties further agrees that notice as provided belowherein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably consents and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and of (c) that (i) the appropriate appellate courts therefrom) in any such Claim and irrevocably waivessuit, to the fullest extent permitted by law, any objection that it may now action or hereafter have to the laying of the venue of any such Claim proceeding in any such court or that any such Claim brought in any such court has been is brought in an inconvenient forum. Process , (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 shall be deemed effective service of process on such party to the extent consistent with applicable lawscourts. EACH OF XXXXXX XXXXXXX PARTY ACKNOWLEDGES AND THE COMPANY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT LITIGATION DIRECTLY OR OTHERWISE) INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. EACH OF XXXXXX XXXXXXX AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON XXXXXX XXXXXXX AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH XXXXXX XXXXXXX OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENTTRANSACTIONS CONTEMPLATED HEREBY.