Common use of Governing Law, etc Clause in Contracts

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement The Indenture and the rights and duties of the parties hereto hereunder will each Security shall be governed by and construed in accordance with the laws of the State of New York. The Company irrevocably consents and submits, without giving effect to for itself and in respect of any of its principles assets or rules of conflict of laws property, to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application nonexclusive jurisdiction of any court of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District State of New York oror any United States Federal court sitting, if such court does not have jurisdictionin each case, the New York State Supreme Court in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof in any suit, action arising out of or relating to proceeding that may be brought in connection with this Agreement. The parties irrevocably agree that all claims in respect of Indenture or the interpretation and enforcement of the provisions of this AgreementSecurities, and in respect of waives any immunity from the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictioncourts. Each party hereby The Company irrevocably waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum fullest extent permitted by law, as a defense in any actionobjection to any such suit, suit action or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts whether on the grounds of venue, residence or domicile or on the ground that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the manner provided fullest extent that it lawfully may do so, that final judgment in Section 11(l) any such suit, action or proceeding brought in such other manner as may a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, will be valid and sufficient service thereofany objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. EACH OF THE COMPANY AND THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to Delaware and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court America located in the Borough State, City and County of Manhattan, in any action Delaware for disputes or other matters arising out of or relating related to this AgreementAgreement and in respect of the transactions contemplated hereby. The parties During the pendency of the Chapter 11 Cases, Buyer and Seller hereby irrevocably agree submit to the jurisdiction of the Bankruptcy Court for implementation, interpretation, and enforcement of, or disputes regarding, the DIP Order or the Bankruptcy Court Order. Each of Buyer and Seller irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action action, suit or proceeding, will shall be heard and determined in such a New York Delaware State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.2 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the Borough transactions contemplated hereby and thereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This (a) THIS AGREEMENT AND THE RIGHTS AND ------------------ OBLIGATIONS OF THE SECURED CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Any legal action or proceeding with respect to this Agreement and or any other Credit Document may be brought in the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles York or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court of America for the Southern District of New York orYork, if such court does not have jurisdictionand, the New York State Supreme Court in the Borough by execution and delivery of Manhattan, in any action arising out of or relating to this Agreement. The parties , each Pledgor which is not a Subsidiary Guarantor (each, an "NSG Pledgor") hereby irrevocably agree that all claims accepts for itself and in respect of its property, generally and unconditionally, the interpretation and enforcement jurisdiction of the provisions of this Agreementaforesaid courts. Each NSG Pledgor hereby irrevocably designates, appoints and empowers CT Corporation System with offices on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of the transactions contemplated hereby its property, service of any and therebyall legal process, or with respect to summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, will appointee and agent shall cease to be heard available to act as such, each NSG Pledgor agrees to designate a new designee, appointee and determined agent in such a New York federal or State court, City on the terms and that such jurisdiction for the purposes of such courts with respect thereto will be exclusive, except solely this provision satisfactory to the extent that all such courts lawfully decline to exercise such jurisdictionCollateral Agent under this Agreement. Each party hereby waives, and agrees not NSG Pledgor further irrevocably consents to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or service of process out of any such document or of the aforementioned courts in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each NSG Pledgor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of any of the Secured Creditors to serve process in the manner provided in Section 11(l) or in such any other manner as may be permitted by law, will be valid and sufficient service thereoflaw or to commence legal proceedings or otherwise proceed against any Pledgor in any other jurisdiction.

Governing Law, etc. This Agreement THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Each of the Parent and the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties Borrower hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such any state or Federal court does not have jurisdiction, the New York State Supreme Court sitting in the Borough of ManhattanManhattan over any suit, in any action or proceeding arising out of or relating to this Agreementthe transactions contemplated hereby, the Commitment Letter or the performance of services hereunder. The parties irrevocably agree that all claims in respect Each of the interpretation Borrower and enforcement the Parent agrees that service of any process, summons, notice or document by registered mail addressed to the Borrower or the Parent, as applicable, shall be effective service of process for any suit, action or proceeding brought in any such court. Each of the provisions Borrower and the Parent hereby irrevocably and unconditionally waives any objection to the laying of this Agreementvenue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in respect any inconvenient forum. Each party hereto agrees that a final judgment in any such proceeding will be conclusive and may be enforced in other jurisdictions. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY SUCH SUIT, ACTION, OR PROCEEDING AMONGST OR BETWEEN THE BORROWER, THE PARENT AND COLONY OR ANY OTHER LENDER. Each of the Borrower and the Parent hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by New York law, Colony will not be liable to the Borrower or any of its affiliates for any special, consequential or similar damages relating to the Commitment Letter or the transactions contemplated hereby and therebyor on any cause of action based on promissory estoppel, detrimental reliance or with respect to any such action a similar theory of relief, in each case regardless of whether or proceeding, will be heard and determined in such a New York federal not damages or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofreliance was foreseeable.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be irrevocable to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdictionof any option or to vary its terms in any manner, then the option granted shall be void and the purported exercise shall be ineffective. Each Unless otherwise stated herein, any consent or approval required hereunder may be given or withheld in the sole absolute discretion of the party hereby waiveswhose consent or approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of partners or joint venturers, or any relationship other than landlord and tenant. Tenant’s covenants contained in this Lease are independent and not dependent, and agrees Tenant hereby waives the benefit of any statute or judicial law to the contrary. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to assertthe Premises or any other restriction on Tenant’s use (except as expressly provided in this Lease), or any casualty or taking (except as expressly provided in this Lease), or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be deemed executed, delivered and performed in Nevis. This Agreement shall be solely and exclusively construed and enforced in accordance with, and all questions concerning the rights construction, validity, interpretation and duties performance of the parties hereto hereunder will this Agreement shall be governed solely and exclusively by and construed in accordance with the internal laws of the State of New YorkNevis, without giving effect to its principles any choice of law or rules of conflict of laws to the extent such principles law provision or rules are not mandatorily applicable by statute and rule (whether of Nevis or any other jurisdiction) that would require or permit cause the application of the laws of another jurisdictionany jurisdiction other than Nevis. The parties Company irrevocably and unconditionally submit exclusively consents to and expressly agrees that binding arbitration in Nevis conducted by the Arbitrator Conflict Resolution Centre shall be their sole and exclusive jurisdiction of the United States District Court remedy for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action dispute arising out of or relating to this Agreementthe Agreement or any of the Transaction Documents or any other agreement between the Parties, the Company’s transfer agent or the relationship of the Parties or their Affiliates, and that the arbitration shall be conducted via telephone or teleconference. If the arbitrator is not available, a different arbitrator or law firm in Nevis shall be chosen by the Buyer and agreed upon by the Company. The parties irrevocably agree Company covenants and agrees to provide written notice to Xxxxx via email prior to bringing any action or arbitration action against the Company’s transfer agent or any action against any Person that all claims is not a party to this Agreement that is related in respect any way to this Agreement or any of the exhibits under this Agreement or any transaction contemplated herein or therein, and further agrees to timely notify Buyer to any such action. The Company acknowledges that the governing law and venue provisions set forth in this Agreement are material terms to induce Buyer to enter into the Transaction Documents and that but for Company’s agreements set forth in this Section 9.08, Buyer would not have entered into the Transaction Documents. In the event that the Buyer needs to take action to protect their rights under the Agreement, the Buyer may commence action in any jurisdiction needed with the understanding that this Agreement shall still be solely and exclusively construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and enforcement performance of this Agreement shall be governed solely and exclusively by the internal laws of Nevis, without giving effect to any choice of law or conflict of law provision or rule (whether of Nevis or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Nevis. Each Party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other related transaction document by email. This Section 9.08 and provision of the Agreement will not apply to the Confession of Judgment. The award and decision of the arbitrator shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Any provisions of the Note which conflict with the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Section 9.08 shall take precedence with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofNote.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consents to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be unconditional to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdiction. Each party hereby waives, and agrees not of any option or to assert, as a defense vary its terms in any actionmanner, suit then the option granted shall be void and the purported exercise shall be ineffective. Unless otherwise stated herein, any consent or proceeding for approval required hereunder may be given or withheld in the interpretation sole absolute discretion of the party whose consent or enforcement hereof approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of any such document partners or in respect of any such transactionjoint venturers, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not relationship other than landlord and tenant. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be enforced in or by such courts. The parties hereby consent to joint and grant any such court jurisdiction over the person several obligations of all such parties and over entities, any requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities, and notices to any one person or entity comprising Tenant shall be deemed to have been given to all such persons and entities. Tenant’s covenants contained in this Lease are independent and not dependent, and Tenant hereby waives the subject benefit of any statute or judicial law to the contrary. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use, or (except as expressly provided in this Lease) any casualty or taking, or any failure by Landlord to perform any covenant contained herein, or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF. Buyer and the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties Seller hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York orand the federal courts of the United States of America located in the State, if such court does not have jurisdiction, the City and County of New York State Supreme Court in for the Borough purposes of Manhattanany suit, in any action or other proceeding arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions any Ancillary Agreement or any transaction contemplated hereby and or thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or other proceeding for the interpretation arising out of this Agreement, any Ancillary Agreement or enforcement hereof any transaction contemplated hereby or of any such document or in respect of any such transactionthereby, 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 or any such document Ancillary Agreement may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l10.1 (or to a party’s agent for service of process, if any, as set forth below) or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof. EACH OF BUYER AND SELLER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF BUYER AND SELLER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF 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 OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.

Governing Law, etc. This Agreement and the rights and duties Jurisdiction. THIS BACKSTOP COMMITMENT LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS BACKSTOP COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE). Each of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties hereby irrevocably and unconditionally submit (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court America sitting in the Borough of ManhattanManhattan in New York City, and any appellate court from any thereof and the Bankruptcy Court, in any suit, action or proceeding arising out of or relating to this Agreement. The parties irrevocably agree Backstop Commitment Letter or the DIP Facility, and agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such suit, action or proceeding, will proceeding may be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assertcourt or, to the maximum extent permitted by law, as a defense in any actionsuch Federal court, or, to the extent applicable, the Bankruptcy Court; provided that suit or proceeding for the interpretation recognition or enforcement hereof or of any such document or judgment obtained 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over may be brought in any other court of competent jurisdiction, (b) waives, to the person 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 suit, action or proceeding arising out of or relating to this Backstop Commitment Letter or the DIP Facility in any New York State court, in any such Federal court or in Bankruptcy Court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such suit, action or proceeding in any such court, and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided in Section 11(l) or in such other manner as may be permitted by law. You hereby agree that you shall not bring any suit, will action, proceeding, claim or counterclaim under this Backstop Commitment Letter or with respect to the transactions contemplated hereby in any court other than such New York State court or Federal Court of the United States of America sitting in the Borough of Manhattan in New York City. Service of any process, summons, notice or document by registered mail addressed to you at the address above shall be valid and sufficient effective service thereofof process against you for any suit, action or proceeding brought in any such court.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Buyers and Sellers hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the Borough transactions contemplated hereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties the Buyers and Sellers irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the Buyers and the Sellers hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the Buyer and Sellers hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyers and Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be unconditional to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdiction. Each party hereby waives, and agrees not of any option or to assert, as a defense vary its terms in any actionmanner, suit then the option granted shall be void and the purported exercise shall be ineffective. Unless otherwise stated herein, any consent or proceeding for approval required hereunder may be given or withheld in the interpretation sole absolute discretion of the party whose consent or enforcement hereof approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of any such document partners or in respect of any such transactionjoint venturers, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not relationship other than landlord and tenant. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be enforced in or by such courts. The parties hereby consent to joint and grant any such court jurisdiction over the person several obligations of all such parties and over entities, any requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities, and notices to any one person or entity comprising Tenant shall be deemed to have been given to all such persons and entities. Tenant’s covenants contained in this Lease are independent and not dependent, and Tenant hereby waives the subject benefit of any statute or judicial law to the contrary. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use, or (except as expressly provided in this Lease) any casualty or taking, or any failure by Landlord to perform any covenant contained herein, or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Company and HSH hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the Borough transactions contemplated hereby and thereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties the Company and HSH irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the Company and HSH hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the Company and HSH hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Company and HSH hereby consent to and grant any such court jurisdiction over the person Person of such parties Parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 7.2 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York sitting in the County of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court federal courts for the Southern District of New York orYork, if such court does not have jurisdictionand appellate courts having jurisdiction of appeals from any of the foregoing, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and in respect of the Borough transactions contemplated hereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.2 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement Indenture and the rights and duties of the parties hereto hereunder will each Security shall be governed by and construed in accordance with the laws of the State of New York. The Issuer irrevocably consents and submits, without giving effect to for itself and in respect of any of its principles assets or rules of conflict of laws property, to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application nonexclusive jurisdiction of any court of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District State of New York oror any United States Federal court sitting, if such court does not have jurisdictionin each case, the New York State Supreme Court in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof in any suit, action arising out of or relating to proceeding that may be brought in connection with this Agreement. The parties irrevocably agree that all claims in respect of Indenture or the interpretation and enforcement of the provisions of this AgreementSecurities, and in respect of waives any immunity from the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictioncourts. Each party hereby The Issuer irrevocably waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum fullest extent permitted by law, as a defense in any actionobjection to any such suit, suit action or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts whether on the grounds of venue, residence or domicile or on the ground that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer agrees, to the manner provided fullest extent that it lawfully may do so, that final judgment in Section 11(l) any such suit, action or proceeding brought in such other manner as may a court shall be conclusive and binding upon the Issuer, and waives, to the fullest extent permitted by law, will be valid and sufficient service thereofany objection to the enforcement by any competent court in the Issuer’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. EACH OF THE ISSUER AND THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Trident Investors, Holdco, Newco and the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties Sellers hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York orand the federal courts of the United States of America located in the State, if such court does not have jurisdiction, the City and County of New York State Supreme Court solely in respect of the Borough interpretation and enforcement of Manhattan, the provisions of this Agreement and of the documents referred to in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Each of the Trident Investors, Holdco, Newco and the Sellers irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the Trident Investors, Holdco, Newco and the Sellers hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the Trident Investors, Holdco, Newco and the Sellers hereby waives, and agrees not to assert, to the maximum extent permitted by lawApplicable Law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Trident Investors, Holdco, Newco and the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.1 or in such other manner as may be permitted by lawApplicable Law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its principles or rules of the conflict of laws rules thereof to the extent such principles or rules are not mandatorily applicable by statute and would require or permit that the application of the laws law of another jurisdictionjurisdiction would be required thereby. The parties Each party hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in agrees that any action Action arising out of or relating to this Agreement. The parties irrevocably agree that all claims Agreement or any transaction contemplated hereby shall be brought in respect the Delaware Court of Chancery and any state appellate court therefrom within the interpretation and enforcement State of Delaware (or, if the provisions Delaware Court of this AgreementChancery declines to accept jurisdiction over a particular matter, then any state or federal court within the State of Delaware), and in respect of each party hereby submits to the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such exclusive jurisdiction of such courts with respect thereto will in any such Action. A final judgment in any such Action may be exclusive, except solely to enforced in other jurisdictions by suit on the extent that all such courts lawfully decline to exercise such jurisdictionjudgment or in any other manner provided by Law. Each party irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of or relating to this Agreement or any transaction contemplated hereby waivesin such courts, and hereby irrevocably and unconditionally waives and agrees not to assert, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document or Action brought in respect of any such transaction, that it is not subject to such jurisdictioncourt has been brought in an inconvenient forum. Each party hereby waives, and further agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or that service of any process, summons, notice or document to such document or in respect of any such transactionparty pursuant to Section 9.1, 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by lawLaw, will shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN 113 INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.9.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and in respect of the Borough transactions contemplated hereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement THIS RIGHT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES. All payments and the rights deliveries of securities or other property required or permitted hereunder shall be made and duties delivered by EqualNet to TFG's agent in New York City, New York, in accordance with written instructions delivered by TFG to EqualNet. With respect to any suit, action or proceeding related to this Right Agreement, each of the parties hereto hereunder will be governed by hereby irrevocably consents and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court located in the Borough of ManhattanManhattan in New York City, in New York, if a basis for federal court jurisdiction is present, and, otherwise, of the state courts of the State of New York; provided that notwithstanding the foregoing, TFG may bring any suit action or proceeding arising out of or relating to this AgreementRight Agreement in the courts of any place where TFG can establish jurisdiction over EqualNet. The parties irrevocably agree that all claims in respect Each of the interpretation and enforcement parties hereto irrevocably consents to service of process out of the provisions aforementioned courts and waives any objection which it may now or hereafter have to the laying of this Agreement, and in respect venue of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard proceeding arising out of or in connection with this Right Agreement brought in the aforementioned courts and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, further irrevocably waives and agrees not to assert, as a defense in any action, suit plead or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable claim in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or brought in such other manner as may be permitted by law, will be valid and sufficient service thereofcourts has been brought in an inconvenient forum.

Governing Law, etc. This Agreement THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court America located in the Borough of ManhattanManhattan in the State, City and County of New York solely in any action arising out respect of or relating to the interpretation and enforcement of the provisions of this AgreementAgreement and in respect of the transactions contemplated hereby. The parties Each of Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder and duties thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Except as set forth in the following paragraph of this Section 7.6, the Issuer and the Depositary agree that the federal or state courts in the City of New York shall have non exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers Law Debenture Corporate Services Inc. (the "Process Agent"), now at 400 Madison Avenue, 4xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Process Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in The City of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment of such Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such service), with a copy mailed to the Issuer by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The Issuer agrees that the failure of the Process Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Issuer unconditionally agree that in the event that an Owner or beneficial owner brings a suit, action or proceeding against (a) the Issuer, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Issuer and the Depositary, in any state or federal court of the United States, and the Depositary or the Issuer have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Issuer and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending, and for such purposes, the Issuer and the Depositary irrevocably submit to the non- exclusive jurisdiction of such courts. The Issuer agrees that service of process upon the Process Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. Each of the Issuer and the Depositary irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer and the Depositary agree that, notwithstanding the foregoing, with regard to any claim or dispute or difference of whatever nature between the parties hereto hereunder will arising directly or indirectly from the relationship created by this Deposit Agreement, the Depositary, in its sole discretion, shall be governed entitled to refer such dispute or difference for final settlement by and construed arbitration (“Arbitration”) in accordance with the applicable rules of the American Arbitration Association (the “Rules”) then in force, by a sole arbitrator appointed in accordance with the Rules. The seat and place of any reference to Arbitration shall be New York, New York State. The procedural law of any Arbitration shall be New York law and the language to be used in the Arbitration shall be English. The fees of the arbitrator and other costs incurred by the parties in connection with such Arbitration shall be paid by the party that is unsuccessful in such Arbitration. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN THE RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE ISSUER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). Notwithstanding anything to the contrary herein, it is understood that notwithstanding any present or future provisions of the laws of the State of New York, without giving effect to its principles or rules the rights of conflict holders of laws to Shares and the extent duties and obligations of the Issuer in respect of such principles or rules are not mandatorily applicable holders shall be governed by statute the Issuer’s constitutive documents and would require or permit the application of the laws of another jurisdictionthe Philippines. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Section 7.6 shall survive any termination of this Deposit Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document whole or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofpart.

Governing Law, etc. This Agreement THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF. Each of Investor, Parent and Bermuda Holdco hereby irrevocably submits to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Each of Investor, Parent and Bermuda Holdco irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Investor, Parent and Bermuda Holdco hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Investor, Parent and Bermuda Holdco hereby waives, and agrees not to assert, to the maximum extent permitted by lawLaw, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Each of Investor, Parent and Bermuda Holdco hereby consent consents to and grant any such court jurisdiction over the person of such parties party and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party hereby irrevocably submits to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to Delaware and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court America located in the Borough State of Manhattan, Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any action arising out of judgment relating hereto or relating to this Agreementthereto. The parties Each party irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York Delaware State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictiondo not have subject matter jurisdiction over a particular matter. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by lawLaw, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Each party hereby consent consents to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.2, or in such other manner as may be permitted by lawLaw, will shall be valid and sufficient service thereof. Each of the parties hereto agrees that it will not bring or support any action, cause of action, claim or, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

Governing Law, etc. This Agreement and the rights terms and duties of the parties hereto hereunder will conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York, York without giving effect regard to its principles or rules of conflict the conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdictionthereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City, County and unconditionally State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the exclusive in personam jurisdiction of the United States District Court for federal and state courts located in the Southern District City, County and State of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, and agree that any process in any such action arising out may be served upon any of them personally, or relating to this Agreementby certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, New York. The parties hereto expressly and irrevocably agree waive any claim that all claims any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or personam jurisdiction with respect to thereto. In the event of any such action or proceeding, will the party prevailing therein shall be heard entitled to payment from the other parties hereto of all of its reasonable counsel fees and determined in such a New York federal or State courtdisbursements. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, and that such jurisdiction of such courts with respect thereto will be exclusiveTHE OTHER TRANSACTION DOCUMENTS, except solely to the extent that all such courts lawfully decline to exercise such jurisdictionTHE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. Each party hereby waivesTHE 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 TRANSACTION, and agrees not to assertINCLUDING, as a defense in any actionWITHOUT LIMITATION, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transactionCONTRACT CLAIMS, that it is not subject to such jurisdictionTORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Each party hereby waivesTHIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law, etc. This (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The parties hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the rights documents referred to in this Agreement, and duties in respect of the transactions contemplated hereby and thereby. Each of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a New York particular matter, any state or federal or court within the State courtof Delaware), and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the parties hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the parties hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS INDENTURE (INCLUDING EACH NOTE GUARANTEE) AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE, EACH NOTE GUARANTEE OR THE NOTES OR ANY TRANSACTION RELATED HERETO OR THERETO. (b) The Company and the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New Yorkeach Note Guarantor hereby: 76 -98- (i) agrees that any suit, without giving effect to its principles action or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action proceeding against it arising out of or relating to this Agreement. Indenture or the Notes, as the case may be, may be instituted in any Federal or state court sitting in The parties irrevocably agree that all claims in respect City of New York, (ii) waives to the interpretation and enforcement extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the provisions venue of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such suit, action or proceeding, will be heard and determined any claim that any suit, action or proceeding in such a New York federal or State courtcourt has been brought in an inconvenient forum, and that such (iii) irrevocably submits to the non-exclusive jurisdiction of such courts with respect thereto will in any suit, action or proceeding, (iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be exclusiveconclusive and binding may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment, except solely and (v) agrees that service of process by mail to the extent that all addressed specified herein shall constitute personal service of such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense process on it in any actionsuch suit, suit action or proceeding for proceeding. (c) Nothing in this shall affect the interpretation right of the Trustee or enforcement hereof or any Holder of the Notes to serve process in any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent other manner permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof11.9.

Governing Law, etc. This Agreement THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF (OTHER THAN SECTION 5-1411 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The Buyer and the rights and duties Seller hereby irrevocably submit to the jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction Federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Each of the Buyer and the Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement (other than the Pensions Agreement), and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York federal State or State Federal court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the Buyer and the Seller hereby waiveswaive, and agrees agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the Buyer and the Seller hereby waiveswaive, and agrees agree not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and the Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 13.2 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (d) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Buyer, the Company and the rights and duties of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties each Seller hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York orand the federal courts of the United States of America located in the State, if such court does not have jurisdictionCity and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Except to the extent explicitly provided for in Section 1.3(c)(ii), Section 1.5 and Section 1.8(c), each of Buyer, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties Company and Sellers irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York state or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer, the Company and Sellers hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer, the Company and Sellers hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 courts, that the forum is inconvenient, that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties Buyer, the Company and each Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 11.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof. Notwithstanding anything herein to the contrary, each party hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, affiliates, employees or representatives in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than any federal or state court located in the Borough of Manhattan in the City of New York.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles or rules of conflict of laws Washington and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles or rules are not mandatorily applicable by statute and would require or permit the application State. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub‑subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be unconditional to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdiction. Each party hereby waives, and agrees not of any option or to assert, as a defense vary its terms in any actionmanner, suit then the option granted shall be void and the purported exercise shall be ineffective. Unless otherwise stated herein, any consent or proceeding for approval required hereunder may be given or withheld in the interpretation sole absolute discretion of the party whose consent or enforcement hereof approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of any such document partners or in respect of any such transactionjoint venturers, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not relationship other than landlord and tenant. If there is more than one Tenant or if Tenant is comprised of more than one |US-DOCS\129492181.2|| party or entity, the obligations imposed upon Tenant shall be enforced in or by such courts. The parties hereby consent to joint and grant any such court jurisdiction over the person several obligations of all such parties and over entities, any requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities, and notices to any one person or entity comprising Tenant shall be deemed to have been given to all such persons and entities. Tenant’s covenants contained in this Lease are independent and not dependent, and Tenant hereby waives the subject benefit of any statute or judicial law to the contrary. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use, or (except as expressly provided in this Lease) any casualty or taking, or any failure by Landlord to perform any covenant contained herein, or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties Letter of the parties hereto hereunder will Guarantee shall be governed by the law of the state of New York. Any legal action or proceeding with respect to this Letter of Guarantee, and construed any other Facility Document, may be brought in accordance with the laws courts of the State of New York, without giving effect to its principles York or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court of America for the Southern District of New York orYork, if such court does not have jurisdictionand, by execution and delivery of this Letter of Guarantee, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such aforesaid courts. The parties hereto hereby consent irrevocably waive any objection, including any objection to and grant the laying of venue or based on the grounds of forum non conveniens, that any such court jurisdiction over of them may now or hereafter have to the person bringing of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in such respective jurisdictions. The Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Letter of Guarantee or any other Facility Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Guarantor at its address set forth on the signature page hereof or as otherwise specified by the Guarantor from time to time. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing contained in this Section 11(l) or 18 shall affect the right of the Bank to serve process in such any other manner as may be permitted by lawlaw or commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction. THE GUARANTOR WAIVES ANY RIGHT THE GUARANTOR MAY HAVE TO JURY TRIAL. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, will be valid and sufficient service thereofATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS LETTER OF GUARANTEE.

Governing Law, etc. (a) This Agreement and the rights and duties of the parties hereto hereunder will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the laws Laws of the State of New York, without giving effect to its principles or rules of conflict of laws laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require or permit the application of the laws of another jurisdiction. The Each of the parties irrevocably and unconditionally submit hereto submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such any state or federal court does not have jurisdiction, the New York State Supreme Court sitting in the Borough of Manhattan, Manhattan in the City of New York in any action or proceeding arising out of or relating to this Agreement. The parties irrevocably agree , the Debt Commitment Letter or the Debt Financing Agreements (including any action or proceeding involving the Debt Financing Sources), agrees that all claims under any theory of liability, whether at law or equity, in contract, tort or otherwise, in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will proceeding may be heard and determined in any such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, court and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with bring any such action or proceeding arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing Agreements (including any action or proceeding involving the Debt Financing Sources) in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding (including any action or proceeding involving the Debt Financing Sources) so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 11(l) 9.1. Nothing in this Section 9.4, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party hereto agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in such any other manner as may be permitted provided by law, will be valid and sufficient service thereofLaw.

Governing Law, etc. This Agreement THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Buyer and the rights and duties Seller hereby irrevocably submit to the non-exclusive jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to Delaware and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in Delaware solely in respect of the Southern District interpretation and enforcement of New York or, if such court does not have jurisdiction, the New York State Supreme Court provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Each Party irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York Delaware State or federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party Party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party Party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Each Party hereby consent consents to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 12.1, or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Company and the rights and duties Seller hereby irrevocably submit to the jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws Court of Chancery of the State of New YorkDelaware (or, without giving effect to its principles or rules of conflict of laws solely to the extent such principles or rules are not mandatorily applicable by statute and would require or permit that the application Court of Chancery lacks jurisdiction, each other state court of the laws State of another jurisdiction. The parties irrevocably Delaware and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court America located in the Borough State of Manhattan, Delaware) solely in any action arising out respect of or relating the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementAgreement and in respect of the transactions contemplated hereby. The parties Each of the Company and the Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York the Court of Chancery of the State of Delaware (or, solely to the extent that the Court of Chancery lacks jurisdiction, any other Delaware State court or federal or court located in the State courtof Delaware), and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the Company and the Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the Company and the Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courtscourts so long as such action, suit or proceeding is brought in accordance with this Section 8.5. The parties Company and the Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute brought in accordance with this Section 8.5 and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.2 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of the parties to this Agreement hereby agrees that any and all claims or causes of action of any kind or any nature (whether at law or in equity, in contract or in tort, or otherwise) against the Lender that is in any way related to this Agreement, the Debt Financing, the Debt Commitment Letter, the Fee Letter or the other transactions contemplated hereby will be governed by and construed in accordance with the Laws of the State of New York, without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply. Notwithstanding the foregoing, each of the parties to this Agreement hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against the Lender in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Fee Letter, the Debt Financing, or the performance thereof, in any forum other than the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan in New York City (and, in each case, appellate courts thereof) and that the provisions of this Section 8.5 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third party claim.

Governing Law, etc. This Agreement and the rights and duties of the The parties hereto hereunder will expressly and irrevocably agree that this Warrant shall be governed by and construed and enforced exclusively in accordance with the internal laws of the State of New York, without giving effect regard to its the principles or rules of conflict of laws to thereof. Each party agrees that all legal proceedings concerning this Warrant (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the extent such principles or rules are not mandatorily applicable by statute state and would require or permit federal courts sitting in the application City of New York, Borough of Manhattan (the laws of another jurisdiction“New York Courts”). The parties Each party hereto hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the United States District Court New York Courts for the Southern District adjudication of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating dispute with regard to this Agreement. The parties Warrant and hereby irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense assert in any actionsuit, suit action or proceeding for the interpretation or enforcement hereof or of proceeding, any such document or in respect of any such transaction, claim that it is not personally subject to the jurisdiction of such jurisdictionNew York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby waivesirrevocably waives personal service of process and consents to process being served in any such suit, 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 in effect for notices to it under this Note and agrees not that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to assert, limit in any way any right to the maximum extent serve process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, as a defense in TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If any action, suit party shall commence an action or proceeding for to enforce any provisions of this Warrant, then the interpretation or enforcement hereof or of any such document or prevailing party 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the manner provided in Section 11(l) investigation, preparation and prosecution of such action or in such other manner as may be permitted by law, will be valid and sufficient service thereof.proceeding. 199

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by by, and construed in accordance with with, the laws Laws of the State of New YorkDelaware applicable to contracts executed in and to be performed in that state, without giving effect regard to its principles or rules of conflict the conflicts of laws principles thereof to the extent such principles or rules are not mandatorily applicable by statute and the same would require or permit the application of the laws of another jurisdiction. The parties agree that any Actions seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Delaware or the Chancery Court of the State of Delaware, and each of the parties hereby irrevocably and unconditionally submit consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action 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 Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action 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 as provided in Section 11.2 shall be deemed effective service of process on such party. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim, third party claim or any claim or any kind or description, whether in law or in equity, whether in contract or in tort or otherwise against any of the Lenders or arrangers of the Debt Financing or their respective Affiliates in any way relating to this Agreement or any of the transactions contemplated hereby, including, but not limited to, any dispute arising out of or relating in any way to the MCC Credit Agreement or the MCC Credit Agreement Amendment or the performance thereof, in any forum other than the Supreme Court of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation (and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such appellate courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof).

Governing Law, etc. This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder and duties thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Except as set forth in the following paragraph of this Section 7.6, the Issuer and the Depositary agree that the federal or state courts in the City of New York shall have non exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers Law Debenture Corporate Services Inc. (the "Process Agent"), now at 400 Madison Avenue, 4xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Process Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in The City of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment of such Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such service), with a copy mailed to the Issuer by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The Issuer agrees that the failure of the Process Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Issuer unconditionally agree that in the event that an Owner or beneficial owner brings a suit, action or proceeding against (a) the Issuer, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Issuer and the Depositary, in any state or federal court of the United States, and the Depositary or the Issuer have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Issuer and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending, and for such purposes, the Issuer and the Depositary irrevocably submit to the non- exclusive jurisdiction of such courts. The Issuer agrees that service of process upon the Process Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. Each of the Issuer and the Depositary irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Issuer and the Depositary agree that, notwithstanding the foregoing, with regard to any claim or dispute or difference of whatever nature between the parties hereto hereunder will arising directly or indirectly from the relationship created by this Deposit Agreement, the Depositary, in its sole discretion, shall be governed entitled to refer such dispute or difference for final settlement by and construed arbitration (“Arbitration”) in accordance with the applicable rules of the American Arbitration Association (the “Rules”) then in force, by a sole arbitrator appointed in accordance with the Rules. The seat and place of any reference to Arbitration shall be New York, New York State. The procedural law of any Arbitration shall be New York law and the language to be used in the Arbitration shall be English. The fees of the arbitrator and other costs incurred by the parties in connection with such Arbitration shall be paid by the party that is unsuccessful in such Arbitration. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN THE RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE ISSUER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). Notwithstanding anything to the contrary herein, it is understood that notwithstanding any present or future provisions of the laws of the State of New York, without giving effect to its principles or rules the rights of conflict holders of laws to Shares and the extent duties and obligations of the Issuer in respect of such principles or rules are not mandatorily applicable holders shall be governed by statute the Issuer’s constitutive documents and would require or permit the application of the laws of another jurisdictionBermuda. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Section 7.6 shall survive any termination of this Deposit Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document whole or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofpart.

Governing Law, etc. This Agreement Commitment Letter (and the rights and duties any claim, controversy or dispute arising under or related to any of the parties hereto hereunder will foregoing, whether based on contract, tort or otherwise) shall be governed by by, and construed in accordance with with, the laws law of the State of New York, without giving effect to any conflicts of law principles which would result in the application of the laws of another state; provided, however, that (i) the interpretation of the definition of Company Material Adverse Effect (and whether a Company Material Adverse Effect has occurred) for purposes of the condition in clause (a) of the first sentence of Section 3 above relating to the occurrence of a Company Material Adverse Effect and (ii) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof the Company (or any of its principles affiliates) have the right to terminate its obligations (or rules to refuse to consummate the Acquisition) under the Acquisition Agreement, as applicable, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of laws rules and principles to the extent such principles or rules are not mandatorily applicable by statute and that to do so would require or permit result in the application of the laws of another jurisdiction). The Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or any of their affiliates in the negotiation, performance or enforcement of this Commitment Letter, the Fee Letter or the Operative Documents. Each of the parties hereto irrevocably and unconditionally submit submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, Borough of Manhattan or if under applicable law jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York or(and the appellate courts thereof), if such court does not have jurisdictionover any suit, the New York State Supreme Court in the Borough of Manhattan, in any action or proceeding arising out of or relating to this Agreement. The Commitment Letter, the Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties irrevocably agree hereto or thereto or any of their affiliates in the negotiation, performance or enforcement of this Commitment Letter, the Fee Letter or the Operative Documents, and agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceedingproceeding shall be brought, will be heard and determined only in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assertcourt or, to the maximum extent permitted by law, as a defense in such federal court. Service of any process, summons, notice or document by registered mail addressed to any such party shall be effective service of process against such person for any suit, action or proceeding brought in any action, suit or proceeding for such court. Each of the interpretation or enforcement hereof or parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such document suit, action or proceeding brought in respect of any such transactioncourt and any claim that any such suit, that such action, suit action or proceeding may not be has been brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or an inconvenient forum. A final judgment in any such document suit, action or proceeding brought in any such court may not be enforced in any other courts to whose jurisdiction such party is or may be subject by such courtssuit upon judgment. The Each of the parties hereby consent hereto agrees that, (i) this Commitment Letter is a binding and enforceable agreement with respect to and grant any such court jurisdiction over the person of such parties and over the subject matter contained herein, including an agreement to negotiate in good faith the Operative Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of any such dispute the Facilities is subject to the Exclusive Funding Conditions and agree that mailing (ii) the Fee Letter is a binding and enforceable agreement of process or other papers in connection the parties thereto with any such action or proceeding in respect to the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofsubject matter set forth therein.

Governing Law, etc. This Agreement Fee Letter is the Fee Letter referenced in the Financing Agreement, and the rights and duties provisions of the parties hereto hereunder Financing Agreement relating to the Fee Letter are incorporated herewith as if a part hereof. It is understood and agreed that this Fee Letter shall not constitute or give rise to any obligation to provide any financing; such an obligation will arise only under the Financing Agreement if accepted in accordance with its terms. This Fee Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Administrative Agent, Origination Agent and you. This Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Fee Letter. Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile transmission or electronic .pdf transmission shall be effective as delivery of a manually executed counterpart of this Fee Letter. This Fee Letter shall be governed by by, and construed in accordance with with, the laws of the State of New York, York without giving effect regard to its principles or rules of conflict conflicts of laws law to the extent such principles or rules are not mandatorily applicable by statute and would require or permit that the application of the laws of another jurisdictionjurisdiction would be required thereby. The parties irrevocably and unconditionally submit to the exclusive jurisdiction THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS FEE LETTER, THE FINANCING AGREEMENT, THE TRANSACTIONS AND ANY OTHER TRANSACTION RELATED HERETO OR THERETO. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. Section 12.19 of the United States District Court for Financing Agreement is deemed incorporated into this Fee Letter with all necessary changes. [The remainder of this page intentionally left blank.] If the Southern District of New York orforegoing is in accordance with your understanding, if such court does not have jurisdictionplease sign and return this Fee Letter to us. Very truly yours, the New York State Supreme Court in the Borough of ManhattanALTER DOMUS (US) LLC, in any action arising out of or relating as Administrative Agent and Collateral Agent By: Name: Title: CB AGENT SERVICES LLC, as Origination Agent By: Name: Title: Accepted and agreed to this Agreement. The parties irrevocably agree that all claims in respect as of the interpretation and enforcement of the provisions of this Agreementdate first above written: UNIQUE LOGISTICS INTERNATIONAL, and in respect of the transactions contemplated hereby and therebyINC. UNIQUE LOGISTICS HOLDINGS, or with respect to any such action or proceedingINC. UNIQUE LOGISTICS INTERNATIONAL (NYC), will be heard and determined in such a New York federal or State courtLLC UNIQUE LOGISTICS INTERNATIONAL (BOS), and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictionINC. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.By: Name: Title: [●] By: Name: Title:

Governing Law, etc. (a) This Agreement and the rights and duties of the parties hereto hereunder will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State state of New York, without giving effect to its principles or rules of the conflict of laws rules thereof to the extent that any such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another any other jurisdiction. The parties irrevocably and unconditionally submit , except to the exclusive extent that the corporate law of the State of incorporation of the Company specifically and mandatorily applies. Each party hereto hereby irrevocably submits to the jurisdiction of the courts of the State of New York and the Federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Each party hereto irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York federal State or State Federal court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party hereto hereby waives, and agrees agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereto hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Each party hereto hereby consent consents to and grant grants any such court jurisdiction over the person of such parties party and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 4.4 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New YorkYork located in Manhattan, without giving effect to its principles or rules of conflict of laws to New York City, New York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America also located in Manhattan solely in respect of the Southern District interpretation and enforcement of New York or, if such court does not have jurisdiction, the New York State Supreme Court provisions of this Agreement and in respect of the Borough transactions contemplated hereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 10.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof. Notwithstanding anything in this Section 10.4 to the contrary, each party to this Agreement may bring an action to seek equitable relief pursuant to Section 10.9 in such jurisdiction as it may deem appropriate to enforce its rights hereunder and each party hereby consents to each such applicable jurisdiction for purposes of equitable relief pursuant to Section 10.9.

Governing Law, etc. This Agreement and the rights and duties THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF. Each of the parties hereto hereunder will be governed by and construed in accordance with hereby irrevocably submits to the laws jurisdiction of the courts of the State of New York, without giving effect to its principles or rules of conflict of laws to Delaware and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in Wilmington, Delaware solely in respect of the Southern District interpretation and enforcement of New York or, if such court does not have jurisdiction, the New York State Supreme Court provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The Each of the parties hereto irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York Delaware State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the parties hereto hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the parties hereto hereby waives, and agrees not to assert, to the maximum extent permitted by lawLaw, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The Each of the parties hereto hereby consent consents to and grant grants any such court jurisdiction over the person of such parties party and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 8.01 or in such other manner as may be permitted by law, will Law shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws regard to the extent such conflicts of law principles or rules are not mandatorily applicable by statute and of any jurisdiction that would require or permit apply the application law of a jurisdiction other than the laws State of another jurisdictionNew York. The parties irrevocably hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the state and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District federal courts sitting in The City of New York orYork, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect and each of the interpretation and enforcement of parties hereby irrevocably consents to the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to (and of the extent that all such appropriate appellate courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense therefrom) in any actionsuch suit, suit action or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby and irrevocably waives, and agrees not to assert, to the maximum fullest extent permitted by law, as a defense in any action, suit objection that it may now or proceeding for hereafter have to the interpretation or enforcement hereof or laying of the venue of any such document or in respect of any such transactionsuit, 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto hereby irrevocably waives personal service of process 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 manner provided address in Section 11(l) or in effect for notices to it under this Warrant and agrees that such other manner as may be permitted by law, will be valid service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by and construed in accordance with solely and exclusively under and pursuant to the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. Each of the parties hereto expressly and irrevocably (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in either the New York State Supreme Court, County of New York, without giving effect to its principles or rules in the United States District Court for the Southern District of conflict of laws New York; (2) waives any objection they may have now or hereafter to the extent venue of any such principles suit, action or rules are not mandatorily applicable by statute proceeding; and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit (3) consents to the exclusive in personam jurisdiction of either the New York State Supreme Court, County of New York, or the United States District Court for the Southern District of New York orin any such suit, if action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such court does not have jurisdictionsuit, action or proceeding in either the New York State Supreme Court Court, County of New York, or in the Borough United States District Court for the Southern District of ManhattanNew York and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreementsuch suit, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdictionTHE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofTHE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by and construed in accordance with and governed by the laws of the State of New York, without giving effect Delaware applicable to its principles or rules of conflict of laws agreements made and to the extent be performed wholly within such principles or rules are not mandatorily applicable by statute and would require or permit the application jurisdiction. Each of the laws of another jurisdiction. The parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for of America in each case located in the Southern District County of New York orCastle (each, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in a "Selected Court") for any action Litigation arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation Agreement and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, (and agrees not to assert, as a defense commence any Litigation relating thereto except in any actionof the Selected Courts, suit or proceeding provided that a party may commence any Litigation in a court other than a Selected Court solely for the interpretation purpose of enforcing an order or enforcement hereof or judgment issued by one of the Selected Courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 13.7 shall be effective service of process for any Litigation brought against it in any such document or in respect court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such transaction, that it is not subject to such jurisdiction. Each party Litigation arising out of this Agreement or the transactions contemplated hereby waives, in the Selected Courts and hereby further irrevocably and unconditionally waives and agrees not to assertplead or claim in any court that any such Litigation brought in any Selected Court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably and unconditionally waives, to the maximum fullest extent permitted by applicable law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or and all rights to trial by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers jury in connection with any such action Litigation arising out of or proceeding in relating to this Agreement or the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereoftransactions contemplated hereby.

Governing Law, etc. This Agreement and the rights and duties obligations of the parties hereto hereunder will shall be governed by construed and construed interpreted in accordance with the laws of the State of New YorkMaryland, without giving effect to its principles both in interpretation and performance. The invalidity, illegality or rules unenforceability of conflict any provision of laws this Agreement shall not affect the validity, legality or enforceability of any of the other provisions of this Agreement which shall remain effective. This Agreement constitutes the complete and exclusive expression of the terms of the agreement between the parties, and supersedes all prior or contemporaneous communications between the parties relating to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application subject matter of the laws of another jurisdictionthis Agreement. The parties irrevocably further agree that this Agreement may not in any way be explained or supplemented by a prior or existing course of dealings between the parties or by any other prior performance between the parties pursuant to this Agreement or otherwise, and unconditionally submit no course of dealing between the Bank and the Creditor shall be effective to amend, modify or change any provision of this Agreement. No amendment to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of each of the parties hereto. The Creditor represents and warrants that it has full power and authority to execute, deliver and perform its obligations under this Agreement, and that this Agreement has been duly authorized, executed and delivered and is a legal, valid and binding obligation of the Creditor enforceable in accordance with its terms. The Creditor (a) consents and submits to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York or, if such any state or federal court does not have jurisdiction, the New York State Supreme Court sitting in the Borough State of ManhattanMaryland over any suit, in any action or proceeding arising out of or relating to this Agreement. The parties irrevocably agree that all claims to, or in respect of the interpretation and enforcement of the provisions of connection with, this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum fullest extent permitted by law, as a defense in any actionobjection, suit that it, now or proceeding for hereafter may have to the interpretation or enforcement hereof or laying of the venue of any such document or in respect of any such transactionsuit, that such action, suit action 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any claim that any such dispute suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and agree that mailing (c) consents to the service of process or other papers in connection with any such suit, action or proceeding in any such court by the manner provided in Section 11(l) mailing of copies of such process to the Creditor, respectively, by certified or in such other manner as may be permitted by law, will be valid and sufficient service thereof.registered mail at the respective addresses indicated on Schedule A attached hereto. THE CREDITOR AND THE BANK SPECIFICALLY WAIVE THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATED TO THIS AGREEMENT. SIGNATURE PAGE TO SUBORDINATION AGREEMENT

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by by, and construed in accordance with with, the laws law of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties Each Loan Party hereby irrevocably and unconditionally submit submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for of the Southern District of New York orYork, if such and any appellate court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattanfrom any thereof, in any action or proceeding arising out of or relating to this Agreement. The , or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably agree and unconditionally agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will proceeding may be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assertor, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 Federal court. Each of the parties hereto agrees that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced a final judgment in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of any jurisdiction. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11(l) or 9.01 of the Credit Agreement. Nothing in such this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Each of the parties hereto hereunder will irrevocably and unconditionally agrees (i) to be governed by and construed in accordance with subject to the laws jurisdiction of the courts of the State of New YorkDelaware and of the federal courts sitting in the State of Delaware, without giving effect to its principles or rules of conflict of laws (ii) that, to the extent such principles party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process (provided that any obligation under this clause (ii) shall terminate six (6) years after the First Closing), (iii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a validated proof of mailing receipt constituting evidence of valid service, and (iv) that service made pursuant to (ii) or rules are not mandatorily (iii) above shall, to the fullest extent permitted by applicable by statute law, have the same legal force and would require or permit effect as if served upon such Party personally within the application State of Delaware. Each party irrevocably agrees for the exclusive benefit of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of other that the United States District Court for the Southern District of New York or, if such court does not have jurisdictionDelaware, the New York Chancery Court of the State of Delaware, the Superior Court of the State of Delaware or the Supreme Court of the State of Delaware (the “Chosen Courts”) shall have jurisdiction to hear and determine or settle any dispute which may arise out of or in the Borough of Manhattanconnection with this Agreement and that accordingly any suit, in any action or proceedings arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding this Agreement may be brought in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofChosen Courts.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be irrevocable to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdiction. Each party hereby waives, and agrees not of any option or to assert, as a defense vary its terms in any actionmanner, suit then the option granted shall be void and the purported exercise shall be ineffective. Unless otherwise stated herein, any consent or proceeding for approval required hereunder may be given or withheld in the interpretation sole absolute discretion of the party whose consent or enforcement hereof approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of any such document partners or in respect of any such transactionjoint venturers, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not relationship other than landlord and tenant. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be enforced in or by such courts. The parties hereby consent to joint and grant any such court jurisdiction over the person several obligations of all such parties and over entities, any requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities, and notices to any one person or entity comprising Tenant shall be deemed to have been given to all such persons and entities. Tenant’s covenants contained in this Lease are independent and not dependent, and Tenant hereby waives the subject matter benefit of any such dispute and agree that mailing of process statute or judicial law to the contrary. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other papers in connection with any such action restriction on Tenant’s use, or proceeding in the manner (except as expressly provided in Section 11(lthis Lease) any casualty or in such taking, or any failure by Landlord to perform any covenant contained herein, or any other manner as may be permitted by law, will be valid occurrence; and sufficient service thereof.no termination or abatement remedy that is not

Governing Law, etc. This Agreement Fee Letter shall not be assignable by Sellers (or any of them) without the prior written consent of Buyer, and any purported assignment without such consent shall be void. This Fee Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the rights parties hereto. This Fee Letter may be executed in any number of counterparts, each of which shall be an original and duties all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Fee Letter. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Fee Letter. This Fee Letter is intended to be for the benefit of the parties hereto hereunder will and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto. This Fee Letter shall be governed by by, and construed in accordance with with, the laws of the State of New York, York without giving effect regard to its principles or rules of conflict conflicts of laws law to the extent such principles or rules are not mandatorily applicable by statute and would require or permit that the application of the laws of another jurisdictionjurisdiction will be required thereby. The parties irrevocably and unconditionally submit Any right to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in trial by jury with respect to any claim or action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated Fee Letter is hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictionwaived. Each party to this Fee Letter hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, submits to the maximum extent permitted by law, as a defense non-exclusive personal jurisdiction of the federal and New York State courts located in any action, suit or proceeding for the interpretation or enforcement hereof or The City of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such New York (and appellate courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers thereof) in connection with any such dispute related to this Fee Letter or any of the matters contemplated hereby, and agrees that service of any process, summons, notice or document by registered mail addressed to it shall be effective service of process against it for any suit, action or proceeding relating to any such dispute. Each party irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in the manner provided any such court and any claim that any such suit, action or proceeding has been brought in Section 11(l) an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such other manner as court may be permitted enforced in any other courts to whose jurisdiction a party is or may be subject by lawsuit upon judgment. The provisions of this Fee Letter shall survive the expiration or termination of the Master Agreement (including any extensions). This Fee Letter shall be governed by the confidentiality provisions of the Master Agreement. If Sellers are in agreement with the foregoing, will be valid kindly sign and sufficient service thereof.return to Buyer the enclosed copy of this Fee Letter. Very truly yours, UBS REAL ESTATE SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Executive Director Accepted and agreed to as of the date first written above: IMPAC FUNDING CORPORATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President IMPAC MORTGAGE HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President IMPAC WAREHOUSE LENDING GROUP, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President

Governing Law, etc. This Agreement and each Series B Warrant issued hereunder shall be deemed to be a contract made under the rights and duties laws of the parties hereto hereunder will Province of Ontario provided, however, that all provisions regarding the rights, duties, liabilities and obligations of the Warrant Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York, without giving effect to its principles or rules of conflict of laws . Each party hereto consents and submits to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for courts of the Southern District Province of New York or, if such court does not have jurisdiction, the New York State Supreme Court Ontario in the Borough of Manhattan, in connection with any action arising or proceeding brought against it that arises out of or relating in connection with, that is based upon, or that relates to this Agreement. The parties Agreement or the transactions contemplated hereby; except that each party irrevocably agree agrees that all claims any action or proceeding with respect to this Agreement and the rights and obligations of the Warrant Agent arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the interpretation rights and enforcement obligations of the provisions Warrant Agent arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Supreme Court, State of this AgreementNew York, and in respect County of the transactions contemplated hereby and therebyNew York, or with respect to any such action or proceedingfederal court sitting in the State of New York, will be heard and determined in such a County of New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictionYork. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the manner provided procedures for giving notice set forth in Section 11(l) 9.2 hereof. Each party hereto hereby waives any objection to jurisdiction or venue in any such other manner as may be permitted by law, will be valid court in any such action or proceeding and sufficient service thereofagrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Governing Law, etc. This Agreement and (i) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The parties hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and in respect of the Borough of Manhattan, in any action arising out of or relating to this Agreementtransactions contemplated hereby. The parties Each party irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and the rights and duties Sellers hereby irrevocably submit to the jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to Illinois and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern Northern District of New York or, if such court does not have jurisdiction, Illinois solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the Borough transactions contemplated hereby and thereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and the Sellers irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York Illinois State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and the Sellers hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and the Sellers hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 10.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by by, and construed in accordance with with, the laws of the State of New York, without giving effect to its principles or rules of conflict of laws . Each Borrower hereby irrevocably submits to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the any New York state or United States District Court for the Southern District of federal court sitting in New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in County over any action or proceeding arising out of or relating to this Agreement. The parties Agreement or any promissory note evidencing any Loans made hereunder, and each Borrower hereby irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will proceeding may be heard and determined in such a New York state or federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely . Each Borrower irrevocably consents to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or service of any such document or and all process in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding by the mailing of copies of such process to such Borrower at its address specified in or pursuant to Subsection 10.1 and, in the case of any Borrower other than Honeywell or HFI, such Borrower hereby irrevocably appoints Honeywell to be its agent for service of process with respect to it and its property in any action or proceeding relating to this Agreement and the Loans made to it hereunder. Each Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided in Section 11(l) or by law. Each Borrower further waives any objection to venue in such other manner as state and any objection to an action or proceeding in such state on the basis of forum non conveniens. Each Borrower further agrees that any action or proceeding brought against the Bank shall be brought only in New York state or United States federal court sitting in New York County. Each Borrower waives any right it may be permitted by law, will be valid and sufficient service thereofhave to jury trial.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be irrevocable to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdiction. Each party hereby waives, and agrees not of any option or to assert, as a defense vary its terms in any actionmanner except as otherwise permitted under this Lease, suit or proceeding for 26 then the interpretation or enforcement hereof option granted shall be void and the purported exercise shall be ineffective. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of any such document partners or in respect of any such transactionjoint venturers, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not relationship other than landlord and tenant. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be enforced in or by such courts. The parties hereby consent to joint and grant any such court jurisdiction over the person several obligations of all such parties and over entities, any requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities, and notices to any one person or entity comprising Tenant shall be deemed to have been given to all such persons and entities. Tenant’s covenants contained in this Lease are independent and not dependent, and Tenant hereby waives the subject benefit of any statute or judicial law to the contrary. Except as expressly provided in this Lease, Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use, or any casualty or taking, or any failure by Landlord to perform any covenant contained herein, or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Buyer and the rights and duties each of the parties hereto hereunder will be governed by and construed in accordance with Sellers hereby irrevocably submit to the laws jurisdiction of the courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction Federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Buyer and each of the Sellers irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this AgreementAgreement and of the Ancillary Agreements, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York federal State or State Federal court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party The Buyer and each of the Sellers hereby waiveswaive, and agrees agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party The Buyer and each of the Sellers hereby waiveswaive, and agrees agree not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and each of the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 10.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement Mortgage shall be governed by and construed and interpreted in accordance with the laws of the State of New York, except that Mortgagor expressly acknowledges that by their terms, the Credit Agreement, the Note, the Guaranty and other Financing Documents shall be governed and construed in accordance with the laws of the State of Connecticut, without regard to principles of conflict of law, and, for purposes of consistency, Mortgager agrees that in any in personam proceeding relating to this Mortgage, the rights and duties of the parties hereto hereunder will to this Mortgage shall also be governed by and construed in accordance with the laws of the State of New YorkConnecticut governing contracts made and to be performed in that State, without giving effect regard to its the principles or rules of conflict of laws law. Mortgagor hereby irrevocably agrees that any legal action, suit, or proceeding against it with respect to the extent such principles its obligations, liabilities or rules are not mandatorily applicable by statute and would require any other matter under or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to in connection with this Agreement. The parties irrevocably agree that all claims in respect of Mortgage or the interpretation and other Financing Documents or for recognition or enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense judgment rendered in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought in the United States Courts for the District of Connecticut or is not maintainable the Southern District of New York, or in such the courts of the State of Connecticut or that of the venue thereof State of New York, as Mortgagee may not be appropriate or that elect, and, by execution and delivery of this Agreement or Mortgage, Mortgagor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any such document action, suit or proceeding for itself and in respect of its property. Mortgagor further agrees that final judgment against it in any action, suit, or proceeding referred to herein shall be conclusive and may not be enforced in any other jurisdiction, by suit on the judgment, a certified or by such courts. The parties hereby consent to exemplified copy of which shall be conclusive evidence of the fact and grant any such court jurisdiction over of the person amount of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereofits indebtedness.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and in respect of the Borough transactions contemplated hereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.02 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be irrevocable to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdictionof any option or to vary its terms in any manner, then the option granted shall be void and the purported exercise shall be ineffective. Each Unless otherwise stated herein, any consent or approval required hereunder may be given or withheld in the sole absolute discretion of the party hereby waiveswhose consent or approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of partners or joint venturers, or any relationship other than landlord and tenant. Tenant’s covenants contained in this Lease are independent and not dependent, and agrees Tenant hereby waives the benefit of any statute or judicial law to the contrary. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to assertthe Premises or any other restriction on Tenant’s use, or (except as expressly provided in this Lease) any casualty or taking, or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement THIS AGREEMENT SHALL BE GOVERNED IN ALL ------------------ RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF (OTHER THAN SECTION 5-1411 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The Buyer and the rights and duties Seller hereby irrevocably submit to the jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to Illinois and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction Federal courts of the United States District Court for of America located in Chicago, Illinois solely in respect of the Southern District interpretation and enforcement of New York or, if such court does not have jurisdiction, the New York State Supreme Court provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Each of the Buyer and the Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York federal an Illinois State or State Federal court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of the Buyer and the Seller hereby waiveswaive, and agrees agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of the Buyer and the Seller hereby waiveswaive, and agrees agree not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and the Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 11.2 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party hereto hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws Court of Chancery of the State of New York, without giving effect to its principles or rules of conflict of laws to Delaware and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court America located in the Borough State of Manhattan, Delaware solely in any action arising out respect of or relating to the interpretation and enforcement of the provisions of this AgreementAgreement and in respect of the Contemplated Transactions. The parties Each party hereto irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and of the documents referred to in this Agreement and in respect of the transactions contemplated hereby and therebyContemplated Transactions, or with respect to any such action or proceeding, will shall be heard and determined in such a New York Delaware state or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party hereto hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereto hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Each party hereto hereby consent to and grant any such court jurisdiction over the person of such parties party and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 10.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof. Notwithstanding anything in this Agreement to the contrary, any action, claim, cross-claim, third-party claim or proceeding of any kind or description (whether at law or in equity, in contract or in tort or otherwise) involving any Debt Financing Source or Debt Financing Source Related Party that may be based upon, arise out of or relate to the Debt Financing, or the negotiation, execution or performance of any debt document in connection therewith and in each case, related to this agreement or any of the transactions contemplated by this agreement, shall be governed by and construed in accordance with the laws of the State of New York and that such action or proceeding shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any state court sitting in the Borough of Manhattan and any appellate court therefrom.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and the rights and duties Sellers hereby irrevocably submit to the jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and of the documents referred to in the Borough of Manhattan, in any action arising out of or relating to this Agreement, and in respect of the transactions contemplated hereby and thereby. The parties Buyer and the Sellers irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this AgreementAgreement and each of the Ancillary Agreements, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party Buyer and the Sellers hereby waiveswaive, and agrees agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party Buyer and the Sellers hereby waiveswaive, and agrees agree not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its principles or rules of the conflict of laws rules thereof to the extent such principles or rules are not mandatorily applicable by statute and would require or permit that the application of the laws law of another jurisdictionjurisdiction would be required thereby. The parties Each party hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York oragrees that any action, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action suit or other proceeding arising out of or relating to this Agreement. The parties irrevocably agree that all claims Agreement or any transaction contemplated hereby shall be brought in respect the Delaware Court of Chancery and any state appellate court therefrom within the interpretation and enforcement State of Delaware (or, if the provisions Delaware Court of this AgreementChancery declines to accept jurisdiction over a particular matter, then any state or federal court within the State of Delaware), and in respect of each party hereby submits to the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such exclusive jurisdiction of such courts with respect thereto will in any such suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be exclusive, except solely to enforced in other jurisdictions by suit on the extent that all such courts lawfully decline to exercise such jurisdictionjudgment or in any other manner provided by Law. Each party hereby waives, irrevocably and agrees not unconditionally waives any objection to assert, as a defense in the laying of venue of any action, suit or other proceeding for the interpretation arising out of or enforcement hereof relating to this Agreement or of any transaction contemplated hereby in such document or in respect of any such transactioncourts, that it is not subject to such jurisdiction. Each party and hereby waives, irrevocably and unconditionally waives and agrees not to assert, to the maximum extent permitted by law, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document or in respect of any such transaction, that such action, suit or other 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter has been brought in an inconvenient forum. Each party further agrees that service of any process, summons, notice or document to such dispute and agree that mailing party pursuant to Section 8.1 of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) Purchase Agreement, or in such other manner as may be permitted by lawLaw, will shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRI AL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING 1003780615v9 OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Governing Law, etc. This Escrow Agreement shall be subject to and the rights governed in all respects, including, without limitation, as to validity, interpretation and duties of the parties hereto hereunder will be governed effect, by and construed in accordance with the laws of the State of New York, without giving effect regard to its principles or rules of conflict the conflicts of laws principles thereof to the extent such principles would permit or rules require the application of the law of another jurisdiction to the extent that the same are not mandatorily applicable by statute and would permit or require or permit the application of the laws law of another jurisdiction. The Each of the parties hereby waives the right to trial by jury in any such proceedings. Each of the parties hereto irrevocably and unconditionally submit (a) submits to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the and of any New York State Supreme Court court sitting in the Borough of ManhattanNew York City, in any action each case with all applicable courts of appeal therefrom, for the purposes of all legal proceedings arising out of or relating to this Escrow Agreement. The parties , (b) irrevocably agree that consents to the service of any and all claims process in respect any such legal proceedings by the mailing of copies of such process, by certified or registered mail, return receipt requested, to the interpretation and enforcement of the provisions address set forth in Section 12 of this Agreement, and in respect (c) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the transactions contemplated hereby and thereby, or with respect to venue of any such action or proceeding, will be heard and determined proceeding brought in such a New York federal or State court, court and any claim that any such jurisdiction of proceeding brought in such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictiona court has been brought in an inconvenient forum. Each party hereby waives, and of the parties agrees not to assert, as that a defense final judgment in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to it or its property, such party hereby irrevocably waives such immunity in respect of such party’s obligations under this Escrow Agreement. This Section 11(l) or 14 does not affect the right of any party to serve process in such any other manner as may be permitted by law, will be valid and sufficient service thereoflaw or to commence legal proceedings or otherwise proceed against any other party in any jurisdiction.

Governing Law, etc. This Agreement and the rights and duties of the The parties hereto hereunder will expressly and irrevocably agree that this Warrant shall be governed by and construed and enforced exclusively in accordance with the internal laws of the State of New York, without giving effect regard to its the principles or rules of conflict of laws to thereof. Each party agrees that all legal proceedings concerning this Warrant (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the extent such principles or rules are not mandatorily applicable by statute state and would require or permit federal courts sitting in the application City of New York, Borough of Manhattan (the laws of another jurisdiction“New York Courts”). The parties Each party hereto hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the United States District Court New York Courts for the Southern District adjudication of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating dispute with regard to this Agreement. The parties Warrant and hereby irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense assert in any actionsuit, suit action or proceeding for the interpretation or enforcement hereof or of proceeding, any such document or in respect of any such transaction, claim that it is not personally subject to the jurisdiction of such jurisdictionNew York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby waivesirrevocably waives personal service of process and consents to process being served in any such suit, 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 in effect for notices to it under this Note and agrees not that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to assert, limit in any way any right to the maximum extent serve process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, as a defense in TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If any action, suit party shall commence an action or proceeding for to enforce any provisions of this Warrant, then the interpretation or enforcement hereof or of any such document or prevailing party 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the manner provided in Section 11(l) investigation, preparation and prosecution of such action or in such other manner as may be permitted by law, will be valid and sufficient service thereofproceeding.

Governing Law, etc. This Agreement shall be construed in accordance with and governed by the rights Laws of the State of Delaware applicable to agreements made and duties to be performed wholly within such jurisdiction. Each of the parties hereto hereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court of America in each case located in New Castle County for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action Action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation Agreement and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, (and agrees not to assertcommence any Action relating thereto except in such courts), as a defense and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth in Section 12.12 shall be effective service of process for any Action brought against it in any action, suit or proceeding for such court. Each of the interpretation or enforcement hereof or parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such document Action arising out of this Agreement or the transactions contemplated hereby in respect the courts of any such transaction, that it is not subject to such jurisdiction. Each party the State of Delaware or the United States of America in each case located in New Castle County and hereby waives, further irrevocably and unconditionally waives and agrees not to assert, to the maximum extent permitted by law, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of that any such dispute and agree that mailing of process or other papers Action brought in connection with any such action or proceeding court has been brought in the manner provided in Section 11(l) or in such other manner as may be permitted by lawan inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, will be valid and sufficient service thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, etc. This Agreement and the rights and duties THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF. Each of the parties hereto hereunder will be governed by and construed in accordance with Parties hereby irrevocably submits to the laws jurisdiction of the courts of the State of New York, without giving effect to its principles or rules of conflict of laws to and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction Federal court of the United States District Court for of America located in the Southern District of New York orYork, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transactiondocument, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit thereto or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document documents may not be enforced in or by said courts, and the Parties hereto irrevocably agree that all claims with respect to such courtsaction or proceeding shall be heard and determined in such a New York or Federal court. The parties Each of the Parties hereby consent consents to and grant grants any such court jurisdiction over the person of such parties party and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.4, or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof. EACH OF BUYER AND SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its principles or rules of the conflict of laws rules thereof to the extent such principles or rules are not mandatorily applicable by statute and would require or permit that the application of the laws law of another jurisdictionjurisdiction would be required thereby. The parties Each party hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York oragrees that any action, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action suit or other proceeding arising out of or relating to this Agreement. The parties irrevocably agree that all claims Agreement or any transaction contemplated hereby shall be brought in respect the Delaware Court of Chancery and any state appellate court therefrom within the interpretation and enforcement State of Delaware (or, if the provisions Delaware Court of this AgreementChancery declines to accept jurisdiction over a particular matter, then any state or federal court within the State of Delaware), and in respect of each party hereby submits to the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such exclusive jurisdiction of such courts with respect thereto will in any such suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be exclusive, except solely to enforced in other jurisdictions by suit on the extent that all such courts lawfully decline to exercise such jurisdictionjudgment or in any other manner provided by Law. Each party hereby waives, irrevocably and agrees not unconditionally waives any objection to assert, as a defense in the laying of venue of any action, suit or other proceeding for the interpretation arising out of or enforcement hereof relating to this Agreement or of any transaction contemplated hereby in such document or in respect of any such transactioncourts, that it is not subject to such jurisdiction. Each party and hereby waives, irrevocably and unconditionally waives and agrees not to assert, to the maximum extent permitted by law, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document or in respect of any such transaction, that such action, suit or other 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter has been brought in an inconvenient forum. Each party further agrees that service of any process, summons, notice or document to such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in party pursuant to Section 11(l) 8.1, or in such other manner as may be permitted by lawLaw, will shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will be governed by by, and construed in accordance with with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, without giving effect to its principles or rules in the United States District Court for the Southern District of conflict of laws New York, (ii) waives any objection which it may have or hereafter to the extent venue of any such principles suit, action or rules are not mandatorily applicable by statute proceeding, and would require or permit (iii) irrevocably consents to the application jurisdiction of the laws New York Supreme Court, County of another jurisdiction. The parties irrevocably New York, and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York orin any such suit, if action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such court does not have jurisdictionsuit, action or proceeding in the New York State Supreme Court Court, County of New York, or in the Borough United States District Court for the Southern District of ManhattanNew York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company, in any such suit, action arising out or proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action or relating proceeding. Nothing contained herein shall be deemed to this Agreementlimit in any way any right to serve process in any manner permitted by law. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and in respect other costs and expenses incurred with the investigation, preparation and prosecution of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTNERSHIP, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Each of the Partnership and the rights Subsidiary Guarantors irrevocably consents and duties submits, for itself and in respect of any of its assets or property, to the parties hereto hereunder will be governed by and construed in accordance with the laws nonexclusive jurisdiction of any court of the State of New York, without giving effect to its principles York or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the any United States District Court for the Southern District of New York orFederal court sitting, if such court does not have jurisdictionin each case, the New York State Supreme Court in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof in any suit, action arising out of or relating to proceeding that may be brought in connection with this Agreement. The parties irrevocably agree that all claims in respect of Indenture or the interpretation and enforcement of the provisions of this AgreementNotes, and in respect of waives any immunity from the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdictioncourts. Each party hereby of the Partnership and the Subsidiary Guarantors irrevocably waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum fullest extent permitted by law, as a defense in any actionobjection to any such suit, suit action or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts whether on the grounds of venue, residence or domicile or on the ground that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such suit, action or proceeding has been brought in an inconvenient forum. Each of the manner provided Partnership and the Subsidiary Guarantors agrees, to the fullest extent that it lawfully may do so, that final judgment in Section 11(l) any such suit, action or proceeding brought in such other manner as may a court shall be conclusive and binding upon the Partnership and the Subsidiary Guarantors, and waives, to the fullest extent permitted by law, will any objection to the enforcement by any competent court in the Partnership’s or Subsidiary Guarantor’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding provided that neither the Partnership nor any Subsidiary Guarantor waive, and the foregoing provisions of this sentence shall not constitute or be valid and sufficient service thereofdeemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment.

Governing Law, etc. This (a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined, and the rights and duties of the parties hereto hereunder will this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of the State of New Yorksuch state, without giving effect to its principles or rules the choice of conflict law provisions of laws such state. Subject to Section 4, each Party agrees that all legal proceedings concerning this Agreement shall be commenced in the extent such principles or rules are not mandatorily applicable by statute state and would require or permit federal courts sitting in the application of the laws of another jurisdictionLaguna Hills, California ("Selected Courts"). The parties Each Party hereto hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the United States District Court Selected Courts for the Southern District adjudication of New York or, if such court does not have jurisdiction, any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions rights of a Party under this Agreement), and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby irrevocably waives, and agrees not to assert, as a defense assert in any actionlawsuit, suit action or proceeding for the interpretation or enforcement hereof or of proceeding, any such document or in respect of any such transaction, claim that it is not personally subject to the jurisdiction of such jurisdictionSelected Courts, or such Selected Courts are improper or an inconvenient venue for such proceeding. Each party Party hereby waivesirrevocably waives personal service of process and consents to process being served in any such lawsuit, 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 in effect for notices to it under this Agreement and agrees not that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to assert, limit in any way any right to the maximum extent serve process in any other manner permitted by applicable law, as a defense in . If any action, suit Party commences an action or proceeding for to enforce any provisions of this Agreement, then the interpretation or enforcement hereof or of any such document or prevailing Party 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding shall be reimbursed by the other Party for its attorney's fees and other costs and expenses incurred in the manner provided in Section 11(l) investigation, preparation and prosecution of such action or in such other manner as may be permitted by law, will be valid and sufficient service thereofproceeding.

Governing Law, etc. This Agreement (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Buyer and Seller hereby irrevocably submit to the rights and duties jurisdiction of the parties hereto hereunder will be governed by and construed in accordance with the laws courts of the State of New York, without giving effect to its principles or rules of conflict of laws to York and the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State, City and County of New York or, if such court does not have jurisdiction, solely in respect of the New York State Supreme Court interpretation and enforcement of the provisions of this Agreement and in respect of the Borough transactions contemplated hereby. Each of Manhattan, in any action arising out of or relating to this Agreement. The parties Buyer and Seller irrevocably agree agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, Agreement and in respect of the transactions contemplated hereby and therebyhereby, or with respect to any such action or proceeding, will shall be heard and determined in such a New York State or federal or State court, and that such jurisdiction of such courts with respect thereto will shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each party of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or by such courts. The parties Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 10.1 or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement Lease shall be interpreted and the rights and duties of the parties hereto hereunder will be governed by and construed enforced in accordance with the laws Laws of the State of New York, without giving effect to its principles state or rules of conflict of laws commonwealth in which the Building is located and Landlord and Tenant hereby irrevocably consent to the extent jurisdiction and proper venue of such principles state or rules are not mandatorily applicable by statute and would require or permit the application commonwealth. This Lease contains all of the laws of another jurisdiction. The parties irrevocably agreements and unconditionally submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation understandings between Landlord and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or Tenant with respect to the Premises and supersedes all prior writings and dealings between them with respect thereto, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. This Lease may be amended only by a writing signed by all of the parties hereto. The titles are for convenience only and shall not be considered a part of the Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, such action or proceedingpersons shall include subtenants, will be heard and determined in such a New York federal or State courtsub-subtenants, and that such jurisdiction licensees, and all employees, agents, independent contractors and invitees of Tenant or of such courts with respect thereto will other parties. The enumeration of specific examples of or inclusions in a general provision shall not be exclusiveconstrued as a limitation of the general provision. If Tenant is granted any extension option, except solely expansion option, or other right or option, the exercise of such right or option (and notice thereof) must be irrevocable to be effective, time always being of the essence to the extent that all exercise of such courts lawfully decline right or option; and if Tenant purports to condition the exercise such jurisdiction. Each party hereby waives, and agrees not of any option or to assert, as a defense vary its terms in any actionmanner except as otherwise permitted under this Lease, suit or proceeding for [***]Confidential treatment has been requested then the interpretation or enforcement hereof option granted shall be void and the purported exercise shall be ineffective. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of any such document partners or in respect of any such transactionjoint venturers, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not relationship other than landlord and tenant. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be enforced in or by such courts. The parties hereby consent to joint and grant any such court jurisdiction over the person several obligations of all such parties and over entities, any requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities, and notices to any one person or entity comprising Tenant shall be deemed to have been given to all such persons and entities. Tenant’s covenants contained in this Lease are independent and not dependent, and Tenant hereby waives the subject benefit of any statute or judicial law to the contrary. Except as expressly provided in this Lease, Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use, or any casualty or taking, or any failure by Landlord to perform any covenant contained herein, or any other occurrence; and no termination or abatement remedy that is not expressly provided for in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by and construed in accordance with and governed by the laws of the State of New York, without giving effect Delaware applicable to its principles or rules of conflict of laws agreements made and to the extent be performed wholly within such principles or rules are not mandatorily applicable by statute and would require or permit the application jurisdiction. Each of the laws of another jurisdiction. The parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for of America in each case located in the Southern District County of New York orCastle (each, if such court does not have jurisdiction, the New York State Supreme Court in the Borough of Manhattan, in a “Selected Court”) for any action Litigation arising out of or relating to this Agreement. The parties irrevocably agree that all claims in respect of the interpretation Agreement and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, (and agrees not to assert, as a defense commence any Litigation relating thereto except in any actionof the Selected Courts, suit or proceeding provided that a party may commence any Litigation in a court other than a Selected Court solely for the interpretation purpose of enforcing an order or enforcement hereof or judgment issued by one of the Selected Courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 13.7 shall be effective service of process for any Litigation brought against it in any such document or in respect court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such transaction, that it is not subject to such jurisdiction. Each party Litigation arising out of this Agreement or the transactions contemplated hereby waives, in the Selected Courts and hereby further irrevocably and unconditionally waives and agrees not to assertplead or claim in any court that any such Litigation brought in any Selected Court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably and unconditionally waives, to the maximum fullest extent permitted by applicable law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document 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 or any such document may not be enforced in or and all rights to trial by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers jury in connection with any such action Litigation arising out of or proceeding in relating to this Agreement or the manner provided in Section 11(l) or in such other manner as may be permitted by law, will be valid and sufficient service thereoftransactions contemplated hereby.

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws . Except to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of Bankruptcy Court has jurisdiction with respect thereto, the laws of another jurisdiction. The parties irrevocably and unconditionally submit hereto consent to the exclusive jurisdiction and venue of the United States District Court for federal courts located in the Southern District City of New York orYork, if such court does not have jurisdiction, the Borough of Manhattan (or New York State Supreme Court state court sitting in the Borough of Manhattan, Manhattan in the event that the federal court lacks subject matter jurisdiction) in any action or proceeding arising out of or relating to this Agreement. The parties irrevocably agree Agreement or the Term Loan; provided, that all claims a final judgment in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will proceeding shall be heard conclusive and determined may be enforced in such a New York federal other jurisdictions by suit on the judgment or State court, and in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that such jurisdiction Lender may otherwise have to bring any action or proceeding relating to this Agreement or the Loan against Borrower or its properties in the courts of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such any jurisdiction. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assertthe laying of venue of any suit, as a defense action or proceeding arising out of or relating to this Agreement in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or court referred to in respect of any such transaction, that it is not subject to such jurisdictionthis Section. Each party hereto hereby irrevocably waives, and agrees not to assert, to the maximum fullest extent permitted by law, as a the defense in any action, suit or proceeding for of an inconvenient forum to the interpretation or enforcement hereof or maintenance of any such document 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 or any such document may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any such court. Service of process by Lender in connection with any dispute under this Agreement shall be binding on Borrower if sent to Borrower by registered mail at the manner provided address under the signature block for Borrower. To the extent that Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in Section 11(l) aid of execution of a judgment, execution or otherwise), Borrower hereby irrevocably waives such immunity in such other manner as may be respect of its obligations under this Agreement. [Signature Page Follows] Each party hereto waives, to the fullest extent permitted by law, will be valid any right it may have to jury trial in any legal proceeding directly or indirectly arising out of or relating to the Term Loan Documents or transactions contemplated hereby and sufficient service thereof.thereby (whether based on contract, tort or any other theory). Very truly yours, CHASE LINCOLN FIRST COMMERCIAL CORPORATION By: Name: Title: Address For Notices: Telephone: Email: Agreed and Accepted: TRIANGLE PETROLEUM CORPORATION By: Name: Title: Address For Notices: Attention: Chief Executive Officer Telephone:

Governing Law, etc. This Agreement and the rights and duties of the parties hereto hereunder will shall be governed in all respects, ------------------ including as to validity, interpretation and effect, by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict conflicts of laws to the extent that such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws law of another jurisdiction. The Except as otherwise provided in this Agreement or the Ancillary Documents, this Section 10.6 shall govern all disputes among the parties irrevocably and unconditionally submit to the exclusive jurisdiction hereto. Each of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the New York State Supreme Court parties hereto agrees to attempt in the Borough of Manhattan, in good faith to resolve any action controversy or claim arising out of or relating to this AgreementAgreement or the Ancillary Documents promptly by negotiations between representatives of the parties who have authority to settle the controversy. In the event that a dispute arises between the parties with respect to a controversy or claim arising out of or relating to this Agreement or the Ancillary Documents, the disputing party shall give the other party written notice of the dispute. Within ten days after receipt of the disputing party's notice, the other party hereto shall submit to the disputing party a written response. The notice and response shall include (i) a statement of each party's position and a summary of the - evidence and arguments supporting its position and (ii) the name and title of the person who will represent that party. The representatives shall meet for negotiations at a mutually agreed time and place within fifteen days of the date of the disputing party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. If the dispute between the parties has not been resolved within sixty days of the disputing party's notice, then either party may initiate litigation. Each of the parties hereto hereby irrevocably agree that all claims submits to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, will be heard and determined in such a New York federal or State court, and that such jurisdiction of such courts with respect thereto will be exclusive, except solely to the extent that all such courts lawfully decline to exercise such jurisdiction. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transactiondocument, that it is not subject to such jurisdiction. Each party hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit thereto or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such courtsaction or proceeding shall be heard and determined in such a New York State or Federal court. The Each of the parties hereto hereby consent consents to and grant grants any such court jurisdiction over the person of such parties party and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 10.1, or in such other manner as may be permitted by law, will shall be valid and sufficient service thereof.