Common use of Governing Law; Forum Clause in Contracts

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Forum. This Agreement and all disputes All disputes, claims or controversies arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Delaware without regard to principles its rules of conflicts conflict of laws, except for the provisions hereof which relate expressly to the CBCA (including, without limitation, the Plan of Arrangement), which shall be construed, performed and enforced in accordance with the CBCA. Each Holder agrees that it shall bring Except as set out below, each of the Trizec Parties, TZ Canada, Parent, MergerCo and AcquisitionCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation with respect to any claim arising out of or related relating to this Agreement, exclusively in or the Delaware Court negotiation, validity or performance of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder or the transactions contemplated hereby irrevocably (and unconditionally (i) submits agrees not to the exclusive jurisdiction of the Chosen Courtscommence any litigation relating thereto except in such courts), (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement such litigation in the Chosen CourtsDelaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (iiia) waives any objection that to the Chosen Courts are extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an inconvenient forum or agent in the State of Delaware as not having jurisdiction over either the Corporation or the Holdersuch party’s agent for acceptance of legal process, and (ivb) agrees that service of process in any may also be made on such action party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or proceeding (b) above shall be effective have the same legal force and effect as if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect served upon such party personally within the right State of Delaware. For purposes of implementing the parties’ agreement to serve appoint and maintain an agent for service of process in any other manner permitted by law the State of Delaware, Parent does hereby appoint The Pxxxxxxx-Xxxx Corporation System, Inc. as such agent, Trizec does hereby appoint The Pxxxxxxx-Xxxx Corporation System, Inc. as such agent and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenientTZ Canada does hereby appoint The Pxxxxxxx-Xxxx Corporation System, Inc. as such agent. Notwithstanding anything the foregoing, nothing herein shall derogate from the authority of the Court and all Canadian courts competent to hear appeals therefrom with respect to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court Plan of competent jurisdiction Arrangement and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in of the world parties hereto irrevocably and waives any and all objections or defenses unconditionally consents to submit to the recognition, recording, registration or enforcement sole jurisdiction of such judgment courts in any such jurisdictionthat regard.

Governing Law; Forum. This Agreement shall be governed by and all disputes construed in accordance with the laws of the District of Columbia without regard to its conflicts of law provisions. Each of the parties irrevocably and unconditionally consents that any arbitration, suit, action or controversies proceeding relating to or arising out of or relating to this Agreement shall be governed byexclusively brought in a state or federal court sitting in the District of Columbia metropolitan area, and construed in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder party hereby irrevocably and unconditionally (i) submits waives, to the exclusive jurisdiction of the Chosen Courtsfullest extent permitted by law, (ii) waives any objection that such Person it may have, whether now or hereafter have in the future, to the laying of the venue in, or to the jurisdiction of, any and each of such courts for the purpose of any action such suit, action, proceeding or proceeding arising out of or relating to this Agreement in the Chosen Courts, (iii) judgment and further waives any objection claim that the Chosen Courts are any such suit, action, proceeding or judgment has been brought in an inconvenient forum or as not having jurisdiction over either the Corporation or the Holderforum, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right and each party hereby submits to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction. COMPANY AND EXECUTIVE EXPRESSLY HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO, DIRECTLY OR INDIRECTLY, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT.

Governing Law; Forum. This Agreement All issues and all disputes or controversies arising out questions concerning the construction, validity, interpretation and enforceability of or relating to this Agreement Limited Guarantee shall be governed by, and construed in accordance with, the internal laws Laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect giving effect to any claim arising out choice of law or related to this Agreement, exclusively conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the Delaware Court application of Chancery (and if the Laws of any jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in other than the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related Each party to this Agreement, each Holder Limited Guarantee hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives agrees that any objection that such Person may now or hereafter have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in the Chosen CourtsDelaware Court of Chancery in and for New Castle County, or in the event (iiibut only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any objection claim of improper venue and any claim that the Chosen Courts such courts are an inconvenient forum forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or as not having jurisdiction over either 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 Corporation Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the Holderperformance thereof, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any forum other manner permitted by law and (v) agrees not to seek than a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses provisions of Section 17 relating to the recognition, recording, registration or enforcement waiver of such judgment in jury trial shall apply to any such jurisdictionaction, cause of action, claim, cross-claim or third-party claim.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement The Company Merger shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, Maryland applicable to contracts executed in and to be performed in that State without regard to principles its rules of conflicts conflict of laws. Except as provided in the immediately proceeding sentence, this Agreement and all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each Holder agrees that it shall bring of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Delaware Courts”) for any litigation with respect to any claim arising out of or related relating to this Agreement, exclusively in or the Delaware Court negotiation, validity or performance of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder or the transactions contemplated hereby irrevocably (and unconditionally (i) submits agrees not to the exclusive jurisdiction of the Chosen Courtscommence any litigation relating thereto except in such courts), (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement such litigation in the Chosen CourtsDelaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (iiia) waives any objection that to the Chosen Courts are extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an inconvenient forum or agent in the State of Delaware as not having jurisdiction over either the Corporation or the Holdersuch party’s agent for acceptance of legal process, and (ivb) agrees that service of process in any may also be made on such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted party by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein prepaid certified mail to the contrary, address for notice in Section 10.02 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (Aa) nothing in this Section 5(eor (b) above shall prohibit any have the same legal force and effect as if served upon such party from seeking or obtaining orders for conservatory or interim relief from any court personally within the State of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionDelaware.

Governing Law; Forum. This Agreement and any other document or instrument delivered pursuant hereto, and all disputes claims or controversies arising causes of action (whether in contract or tort) that may be based upon, arise out of or relating relate to this Agreement shall be governed byor the negotiation, and construed in accordance withexecution, the internal laws termination, performance or nonperformance of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect to this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, governed by and construed in accordance with the state and federal courts in Laws of the State of Delaware) (together Delaware applicable to a contract entered into and fully performed solely within the State of Delaware without giving effect to the principles of conflict of laws thereof. Each Party irrevocably agrees that any legal action or proceeding with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related respect to this AgreementAgreement or for recognition and enforcement of any judgment in respect hereof brought by another Party or its successors or permitted assigns shall be brought and determined exclusively in any state court or Federal court sitting in New Castle County, Delaware and each Holder Party hereby irrevocably and unconditionally (i) irrevocably submits with regard to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given for itself and in accordance with Section 5(d)respect to its property, although nothing contained generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement shall affect the right or any transaction contemplated hereby, (ii) agrees that it will not attempt to serve process deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrarythan any state court or Federal court sitting in New Castle County, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionDelaware.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder party hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection that such Person party may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation Company or the HolderCovenantor, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d)6, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) 7 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement TSA shall be governed by, construed and construed enforced in accordance with, with and governed by the internal laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect giving effect to any claim arising out choice or conflict of law provision or related to this Agreement, exclusively in rule (whether of the State of Delaware Court or any other jurisdiction) that would cause the application of Chancery (and if the laws of any jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in other than the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction action between any of the Chosen Courts, (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding Parties arising out of or relating to this Agreement TSA: (a) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of any state court within the State of Delaware or, if under applicable Legal Requirements, exclusive jurisdiction over such matter is vested in the Chosen Courtsfederal courts, any federal court in the State of Delaware and any appellate court from any thereof; (b) each of the parties irrevocably waives the right to trial by jury; and (c) each of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, any claim (i) that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason; (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (iii) waives that (x) the claim, action, suit or other proceeding in any objection that the Chosen Courts are such court is brought in an inconvenient forum forum; (y) the venue of such claim, action, suit or as not having jurisdiction over either the Corporation other proceeding is improper; or (z) this TSA, or the Holdersubject matter hereof, (iv) may not be enforced in or by such courts. Each of the Parties hereto further agrees that that, to the fullest extent permitted by applicable law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 12.1 will be effective service of process for any claim, action, suit or other proceeding in any state court in the State of Delaware or, to the extent required by law, any federal court in the State of Delaware, with respect to any matters to which it has submitted to jurisdiction as set forth in this paragraph. The Parties hereto hereby agree that a final judgment in any such claim, suit, action or other proceeding shall will be effective if notice is given conclusive, subject to any appeal, and may be enforced in accordance with Section 5(d), although nothing contained in this Agreement shall affect other jurisdictions by suit on the right to serve process judgment or in any other manner permitted provided by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionapplicable law.

Governing Law; Forum. This Agreement Agreement, the Mergers and the other transactions contemplated hereby and all disputes disputes, claims or controversies arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the internal laws Laws of the State of Delaware, Maryland without regard giving effect to principles any choice or conflict of conflicts law provision or rule (whether of lawsthe State of Maryland or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the State of Maryland. Each Holder agrees that it shall bring of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Courts of State of Maryland (the “Maryland Courts”) for any litigation with respect to any claim arising out of or related relating to this Agreement, exclusively in or the Delaware Court negotiation, validity or performance of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder or the transactions contemplated hereby irrevocably (and unconditionally (i) submits agrees not to the exclusive jurisdiction of the Chosen Courtscommence any litigation relating thereto except in such courts), (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement such litigation in the Chosen CourtsMaryland Courts and agrees not to plead or claim in any Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (iiia) waives any objection that to the Chosen Courts are extent such party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an inconvenient forum or agent in the State of Maryland as not having jurisdiction over either the Corporation or the Holdersuch party’s agent for acceptance of legal process, and (ivb) agrees that service of process in any may also be made on such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted party by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein prepaid certified mail to the contrary, address for notice in Section 10.02 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (Aa) nothing in this Section 5(eor (b) above shall prohibit any have the same legal force and effect as if served upon such party from seeking or obtaining orders for conservatory or interim relief from any court personally within the State of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionMaryland.

Governing Law; Forum. This Agreement All issues and all disputes or controversies arising out questions concerning the construction, validity, interpretation and enforceability of or relating to this Agreement Limited Guarantee shall be governed by, by and construed in accordance with, with the internal laws Laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect giving effect to any claim arising out choice or conflict of Law provision or related to this Agreement, exclusively in rule (whether of the State of Delaware Court or any other jurisdiction) that would cause the application of Chancery (and if the Laws of any jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in other than the State of Delaware) . In addition, each of the parties hereto irrevocably agrees that any Legal Action with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (together with the but only in such event), then in any Delaware state court sitting in New Castle County, and, in each case, appellate courts thereoftherefrom. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the “Chosen Courts”)personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in any court other than the aforesaid courts. In connection Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Legal Action with respect to this Limited Guarantee, (i) any claim arising out that it is not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that it or related its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (x) the Legal Action in such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper (unless such Legal Action is not brought in accordance with this Section 15) or (z) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, each party to this Agreement, each Holder Limited Guarantee hereby irrevocably and unconditionally (i) submits agrees that it will not bring or support any litigation against any Lender Related Party under the Debt Financing in any way relating to the exclusive jurisdiction this Limited Guarantee or any of the Chosen Courtstransactions contemplated hereby, (ii) waives including any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding dispute arising out of or relating in any way to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation Debt Financing or the Holderperformance thereof, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any forum other manner permitted by law and (v) agrees not to seek than a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction sitting in the world borough of Manhattan of the City of New York, whether a state or federal court, and waives any and all objections or defenses that the provisions of Section 16 relating to the recognition, recording, registration or enforcement waiver of such judgment in jury trial shall apply to any such jurisdictionLegal Action.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement shall will be governed by, and construed in accordance with, the internal laws of the State state of Delaware, without regard California applicable to principles of conflicts of lawsagreements made and to be performed entirely in such state. Each Holder agrees of the Company and IC agree that it shall bring any litigation with respect to any claim action or proceeding based hereon, or arising out of or related to this AgreementIC's engagement hereunder, shall be brought and maintained exclusively in the Delaware Court courts of Chancery (and if jurisdiction the state of California or in the Delaware United States District Court of Chancery shall be unavailable, the state for California. The Company and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, IC each Holder hereby irrevocably and unconditionally (i) submits submit to the exclusive jurisdiction of the Chosen Courtscourts of the state of California and of the United States District Court of California for the purpose of any such action or proceeding as set forth above and irrevocably agree to be bound by any judgment rendered thereby in connection with such action or proceeding. Each of 5 Willxxx X. Xxxxxxx XXXRIDERS, (ii) waives INC. January 13, 1998 Page 5 the Company and IC hereby irrevocably waive, to the fullest extent permitted by law, any objection that such Person which it may now have or hereafter may have to the laying of venue of any such action or proceeding brought in any such court referred to above and any claim that any such action or proceeding has been brought in an inconvenient forum. The Company (for itself, anyone claiming through it or its name, and on behalf of its equity holders) and IC each hereby irrevocably waive any right they may have to a trial by jury in respect of any claim based upon or arising out of this agreement, the Transaction or relating the proposed Financing contemplated hereby. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to IC the enclosed original copy of this Agreement. Very truly yours, IMPERIAL CAPITAL, LLC By: /s/ RICK XXXXX ------------------------------ Rick Xxxxx Managing Director Accepted as of the date written above, NEWRIDERS, INC. By: /s/ WILLXXX X. XXXXXXX ----------------------------------- Willxxx X. Xxxxxxx President & Chief Executive Officer SCHEDULE I This Schedule I is a part of and is incorporated into that certain letter agreement (together, the "Agreement") dated January 13, 1998 by Newriders, Inc. (which together with its subsidiaries and affiliates is hereinafter referred to as the "Company") and Imperial Capital, LLC ("IC"). This Schedule will confirm that the Company agrees to indemnify and hold harmless IC and its affiliates, the respective directors, officers, and employees of IC and its affiliates and each other person, if any, controlling IC or any of its affiliates (IC and each such person and entity being referred to as an "Indemnified Person"), to the full extent lawful, from and against any losses, claims, damages or liabilities or actions (including without limitation shareholder actions and actions arising from the use of information contained in the Offering Materials or omissions from such materials) related to or arising out of this engagement or IC's role in connection herewith, and will pay (or, if paid by an Indemnified Person, reimburse such Indemnified Person) for all reasonable fees and expenses (including without limitation reasonable counsel fees) incurred by such Indemnified Person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any claims, liabilities, losses, damages or expenses which result from any compromise or settlement not approved by the Company or which result primarily from the fraud, willful misconduct or gross negligence of any Indemnified Person. The Company also agrees that no Indemnified Person shall have any liability to the Company for or in connection with this engagement, except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company that result from the fraud, willful misconduct or gross negligence of the Indemnified Person or the violation of any applicable law, rule or regulation. The foregoing agreement shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including without limitation any right to contribution. If any action or proceeding is brought against any Indemnified Person in respect of which indemnity may be sought against the Company pursuant hereto, or if any Indemnified Person receives notice from any potential litigant of a claim which such person reasonably believes will result in the commencement of any such action or proceeding, such Indemnified Person shall promptly notify the Company in writing of the commencement of such action or proceeding, or of the existence of any such claim, but the failure so to notify the Company of any such action or proceeding shall not relieve the Company from any other obligation or liability which it may have to any Indemnified Person otherwise than under this Agreement in the Chosen Courts, (iii) waives or with respect to any objection that the Chosen Courts are an inconvenient forum other action or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in proceeding. In case any such action or proceeding shall be effective if notice is given brought against any Indemnified Person, the Company shall be entitled to assume the defense of such action or proceeding with counsel of the Company's choice, or compromise or settle such action or proceeding, at its expense (in accordance with Section 5(dwhich case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such Indemnified Person); provided, although nothing contained however, that such counsel shall be satisfactory to the Indemnified Person in this Agreement the exercise of its reasonable judgment. Notwithstanding the Company's election to assume the defense of such action or proceeding, such Indemnified Person shall affect have the right to serve process employ separate counsel and to participate in the defense of such action or proceeding, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses at least quarterly), if (i) the use of counsel chosen by the Company to represent such Indemnified Person would, in the reasonable judgment of the Indemnified Person, present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such action or proceeding include both an Indemnified Person and the Company, and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it or to other manner permitted by law and (v) agrees not Indemnified Persons which are different from or additional to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein those available to the contraryCompany (in which case the Company shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Person); (iii) the Company shall not have employed counsel satisfactory to such Indemnified Person in the exercise 7 Willxxx X. Xxxxxxx XXXRIDERS, INC. January 13, 1998 Page 7 of the Indemnified Person's reasonable judgment to represent such Indemnified Person within a reasonable time after notice of the institution of such action or proceeding; or (Aiv) nothing the Company shall authorize such Indemnified Person to employ separate counsel at the Company's expense. In order to provide for the just and equitable contribution, if a claim for indemnification hereunder is found unenforceable in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any a final judgment by a court of competent jurisdiction (not subject to further appeal), even though the express provisions hereof provide for indemnification in such case, then the Company and IC shall contribute to the losses, claims, damages, judgments, liability or costs to which the Indemnified Person may be subject in accordance with the relative benefits received by, and the relative fault of, each in connection with the statements, acts or omissions which resulted in such losses, claims, damages, judgments, liabilities, or costs. The Company agrees that a pro rata allocation would be unfair. No person found liable for a fraudulent misrepresentation or omission shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation or omission. Notwithstanding the foregoing, IC shall not be obligated to contribute to any amount hereunder that exceeds the amount of fees previously received by IC for its services to the Company. These indemnification provisions shall (i) remain operative and in full force and effect for a period of ten years regardless of any termination or completion of the engagement of IC; (ii) inure to the benefit of any successors, assigns, heirs or personal representative of any Indemnified Person or the Company; and (Biii) each Holder agrees be in addition to any other rights that any judgment issued by a Chosen Court Indemnified Person or the Company may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionhave.

Governing Law; Forum. This Agreement Guaranty and all disputes any claim, controversy or controversies dispute arising out of under or relating related to this Agreement shall Guaranty, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, New York without regard to principles of any conflicts of law principles, except to the extent preempted by federal laws. Each Holder As a further inducement to Lender to make the Loan and in consideration thereof, Guarantor further covenants and agrees (a) that in any action or proceeding brought by Lender against Guarantor on this Guaranty, Guarantor shall and does hereby waive trial by jury, (b) Guarantor will maintain a place of business or an agent for service of process in New York and give prompt notice to Lender of the address of such place of business and of the name and address of any new agent appointed by it, as appropriate, (c) the failure of Guarantor’s agent for service of process to give it notice of any service of process will not impair or affect the validity of such service or of any judgment based thereon, (d) if, despite the foregoing, there is for any reason no agent for service of process of Guarantor available to be served, and if Guarantor at that time has no place of business in the State of New York then Guarantor irrevocably consents to service of process by registered or certified mail, postage prepaid, to it at its address given in or pursuant to the first paragraph hereof, Guarantor hereby waiving personal service thereof, (e) that within thirty (30) days after such mailing, Guarantor so served shall bring appear or answer to any litigation summons and complaint or other process and should Guarantor so served fail to appear or answer within said thirty (30) day period, said Guarantor shall be deemed in default and judgment may be entered by Lender against the said party for the amount as demanded in any summons and complaint or other process so served, (f) Guarantor initially and irrevocably designates Xxxxxxxx & Fleece LLP, with offices on the date hereof at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxxx, Esq., to receive for and on behalf of Guarantor service of process in the State of New York with respect to this Guaranty, (g) with respect to any claim or action arising out hereunder, Guarantor (i) irrevocably submits to the nonexclusive jurisdiction of or related to this Agreementthe courts of the State of New York and the United States District Court located in New York County, exclusively and appellate courts from any thereof and in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with in which the appellate courts thereofProperty is located, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) irrevocably waives any objection that such Person which it may now or hereafter have at any time to the laying of on venue of any suit, action or proceeding arising out of or relating to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process Guaranty brought in any such court, irrevocably waives any claim that any such suit, action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process brought in any other manner permitted by law such court has been brought in an inconvenient forum, and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (Ah) nothing in this Section 5(e) shall prohibit any party Guaranty will be deemed to preclude Lender from seeking bringing an action or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced proceeding with respect hereto in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such other jurisdiction.

Governing Law; Forum. This Agreement shall be governed by and all disputes construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. Each Party hereby irrevocably and unconditionally consents to submit to the exclusive 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 controversies federal court within the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail in the manner set forth in Section 11, or in such other manner as may be permitted by applicable law, shall be governed byeffective service of process for any action, and construed suit or proceeding brought against it in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of lawsany such court. Each Holder agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder party hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the Chosen CourtsDelaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, (iii) waives any objection that if the Chosen Courts are an inconvenient forum or as not having Delaware Court of Chancery declines to accept jurisdiction over either a particular matter, any state or federal court within the Corporation State of Delaware), and hereby further irrevocably and unconditionally waives and agrees not to plead or the Holder, (iv) agrees that service of process claim in any such action court that any such action, suit or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment brought in any such jurisdictioncourt has been brought in an inconvenient forum.

Governing Law; Forum. This Agreement Agreement, and all disputes claims or controversies causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. With respect to any action or claim arising out of or relating to the Transaction or any document or instrument delivered in connection therewith, the Parties hereby expressly and irrevocably (a) agree and consent to be subject to the exclusive jurisdiction of the United States District Court located in the State of Delaware (and in the absence of Federal jurisdiction, the Parties consent to be subject to the exclusive jurisdiction of 968037.12 the state courts located in the State of Delaware), (b) agree not to bring any action related to any Transaction or any document or instrument delivered in connection therewith in any other court (except to enforce the judgment of such courts), (c) agree not to object to venue in such courts or to claim that such forum is inconvenient and (d) agree that notice or the service of process in any proceeding shall be properly served or delivered if delivered in the manner contemplated by Section 10.1. Final judgment by such courts shall be conclusive and may be enforced in any manner permitted by applicable Law. Notwithstanding anything herein to the contrary, each of the parties hereto (on behalf of themselves and their respective Affiliates and, in the case of the Company, the Group Companies) agrees that (i) any claim, controversy or dispute any kind or nature (whether based upon contract, tort or otherwise) involving a Financing Source Party that is in any way related to this Agreement Agreement, the Transaction or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing, Debt Commitment Letter or any definitive financing documents, shall be governed by, and construed in accordance with, the internal laws of the State of DelawareNew York and (ii) it will not bring or support any action, without regard to principles cause of conflicts action, claim, cross-claim or third-party claim of laws. Each Holder agrees that it shall bring any litigation with respect to kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any claim arising out of or related the Financing Source Parties in any way relating to this Agreement, exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailableDebt Commitment Letter, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with or any claim arising out of or related to this Agreement, each Holder hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courtstransactions contemplated hereby or thereby, (ii) waives including, without limitation, any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding dispute arising out of or relating in any way to this Agreement the Debt Financing 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 Chosen Courtsfederal courts, the United States District Court for the Southern District of New York in the County of New York (iii) waives any objection and the appellate courts thereof), and that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either provisions of Section 10.16 relating to the Corporation or the Holder, (iv) agrees that service waiver of process in jury trial shall apply to any such action action, cause of action, claim, cross-claim or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any third-party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionclaim.

Governing Law; Forum. This Agreement THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW RULES OF SUCH STATE. Each of Guarantor, Issuer and Buyer agrees that all disputes actions or controversies proceedings arising out of or relating to in connection with this Agreement shall be governed by, and construed in accordance withAgreement, the internal laws Notes or the Guaranty, or for recognition and enforcement of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect to any claim judgment arising out of or related to in connection with this Agreement, the Notes or the Guaranty, shall be tried and determined exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and or federal courts in the State of Delaware) (together with the appellate courts thereofNew York, the “Chosen Courts”). In connection with any claim arising out and each of or related to this AgreementGuarantor, each Holder Issuer and Buyer hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally (i) submits with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Chosen Courtsaforesaid courts. Each of Guarantor, (ii) Issuer and Buyer hereby expressly waives any objection that such Person right it may now or hereafter have to the laying assert, and agrees not to assert, by way of venue of any action motion, as a defense, counterclaim or proceeding arising out of or relating to this Agreement in the Chosen Courtsotherwise, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in any such action or proceeding shall be effective if notice proceeding: (a) any claim that it is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right not subject to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any personal jurisdiction in the world aforesaid courts for any reason; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and waives (c) that (i) any and all objections of the aforesaid courts is an inconvenient or defenses to the recognitioninappropriate forum for such action or proceeding, recording, registration or enforcement of such judgment (ii) venue is not proper in any such jurisdictionof the aforesaid courts, and (iii) this Agreement, the Notes or the Guaranty, or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts.

Governing Law; Forum. This Agreement All questions concerning the construction, validity, enforcement and all disputes or controversies arising out interpretation of or relating to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of DelawareNew York, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect giving effect to any claim arising out choice of law or related to this Agreement, exclusively in the Delaware Court conflict of Chancery law provision or rule (and if jurisdiction in the Delaware Court whether of Chancery shall be unavailable, the state and federal courts in the State of DelawareNew York or any other jurisdictions) (together with that would cause the appellate courts thereof, application of the “Chosen Courts”)laws of any jurisdictions other than the State of New York. In connection with any claim arising out of or related to this Agreement, each Holder Each party hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courtsstate and federal courts sitting in The City of New York, (ii) waives Borough of Manhattan, for the adjudication of any objection dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Person may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement is brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either that the Corporation venue of such suit, action or the Holder, (iv) agrees that proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall affect the constitute good and sufficient service of process and notice thereof. Nothing contained herein shall (i) be deemed to limit in any way any right to serve process in any other manner permitted by law and or (vii) agrees not be deemed or operate to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit preclude any party hereto from seeking bringing suit or obtaining orders for conservatory or interim relief from taking other legal action against any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced other party hereto in any other jurisdiction to collect on such other party’s obligations hereunder to such party or to enforce a judgment or other court ruling in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement favor of such judgment in any party against such jurisdictionother party. EACH OF THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE COURT SHALL BE THE COURT TO RETAIN JURISDICTION TO ENFORCE THE TERMS OF THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement The Partnership Merger shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed in that State without regard to principles its rules of conflicts conflict of laws. Except as provided in the immediately proceeding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its rules of conflict of laws. Each Holder agrees that it shall bring of the Company, Operating Partnership and Parent hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Maryland or any court of the United States located in the State of Maryland (the “Maryland Courts”) for any litigation with respect to any claim arising out of or related relating to this Agreement, exclusively in or the Delaware Court negotiation, validity or performance of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder or the transactions contemplated hereby irrevocably (and unconditionally (i) submits agrees not to the exclusive jurisdiction of the Chosen Courtscommence any litigation relating thereto except in such courts), (ii) waives any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement such litigation in the Chosen CourtsMaryland Courts and agrees not to plead or claim in any Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (iiia) waives any objection that to the Chosen Courts are extent such party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an inconvenient forum or agent in the State of Maryland as not having jurisdiction over either the Corporation or the Holdersuch party’s agent for acceptance of legal process, and (ivb) agrees that service of process in any may also be made on such action party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or proceeding (b) above shall be effective have the same legal force and effect as if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect served upon such party personally within the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer State of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictionMaryland.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to The Undersigned agrees that this Agreement shall be governed by, and construed in accordance with, with the internal laws of the State of DelawareNew York, without regard which shall be the forum for any lawsuits filed under or incident to principles this Agreement or the Program and these legal actions must be brought in a court of conflicts law in Albany County, State of lawsNew York. Each Holder The terms of this Agreement shall be severable, such that if a court of competent jurisdiction holds any term to be illegal, unenforceable, or in conflict with any law governing this Agreement the validity of the remaining portions shall not be affected thereby. Where appropriate, words used in the singular include the plural and words used in the plural include the singular. Assumption of the Risks Involved. Knowing the dangers, hazards, and risks of such activities, and in consideration of being permitted to participate in the Program, the Undersigned, on behalf of Participant's family, heirs, and personal representatives, agrees that it shall bring to assume all the risks surrounding Participant's participation in the Program, the transportation, and in any litigation with respect activities undertaken in conjunction therewith, and in advance releases, and forever discharges, releases, waives and covenants not to xxx Institution, its governing board, officers, agents, employees, Host Institution or other facilities here and abroad, or any claim students acting as employees ("Releasees"), from any liability for any harm, injury, damage, claims, demands, causes of action, costs, and expenses of any nature whatsoever which Participant may have or which may hereafter accrue to the Undersigned, arising out of or related to any loss, damage, or injury that may be sustained by Participant or by any property belonging to Participant, whether caused by the negligence or carelessness of the Releasees, or otherwise, while in, on, upon, or in transit to or from the location where the Program or any adjunct to the Program occurs. The Undersigned understands and agrees to release and indemnify the Releasees with regard to any financial obligations or liabilities that the Undersigned may incur personally or any damage resulting from participation in this Program. The Undersigned understands that Releasees do not have medical personnel available at the location of the Program, during transportation, at the Host Institution, or anywhere in the Foreign Country. The Undersigned understands and agrees that Releasees are granted permission to authorize emergency medical treatment, if necessary, and that such action by Releasees shall be subject to the terms of this Agreement. The Undersigned understands and agrees that Releasees assume no responsibility for any injury or damage that might arise out of or in connection with such emergency medical treatment. It is the Undersigned's express intent that this release and hold harmless agreement shall bind the Undersigned's spouse, exclusively in the Delaware Court of Chancery (family, estate, heirs, administrators, personal representatives, or assigns, and if jurisdiction in the Delaware Court of Chancery shall be unavailabledeemed as a Release, Waiver, Discharge, and Covenant not to xxx the state above-named Releasees. The Undersigned agree to save and federal courts in the State of Delaware) (together with the appellate courts thereofhold harmless, the “Chosen Courts”). In connection with indemnify, and defend Releasees from any claim by the Undersigned or Participant's family, arising out of or related to Participant's participation in the Program. In signing this AgreementRelease, each Holder hereby irrevocably the Undersigned acknowledges and unconditionally (i) submits to represents that the exclusive jurisdiction Undersigned is fully informed of the Chosen Courtscontent of this waiver of liability and hold harmless agreement by reading it before signing it, (ii) waives any objection that such Person may now and signing this document is the Undersigned's own free act and deed. No oral representations, statements, or hereafter inducements, apart from the foregoing written statement, have been made. The Undersigned execute this release for full, adequate, and complete consideration fully intending to be bound by the laying of venue of any action or proceeding arising out of or relating to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.same,

Governing Law; Forum. This Agreement All issues and all disputes or controversies arising out questions concerning the construction, validity, interpretation and enforceability of or relating to this Agreement Limited Guarantee shall be governed by, by and construed in accordance with, with the internal laws Laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect giving effect to any claim arising out choice or conflict of Law provision or related to this Agreement, exclusively in rule (whether of the State of Delaware Court or any other jurisdiction) that would cause the application of Chancery (and if the Laws of any jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in other than the State of Delaware) . In addition, each of the parties hereto irrevocably agrees that any Action with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (together with the but only in such event), then in any Delaware state court sitting in New Castle County, and, in each case, appellate courts thereoftherefrom. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the “Chosen Courts”)personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in any court other than the aforesaid courts. In connection Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action with respect to this Limited Guarantee, (i) any claim arising out that it is not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that it or related its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper (unless such Action is not brought in accordance with this Section 15) or (z) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, each party to this Agreement, each Holder Limited Guarantee hereby irrevocably and unconditionally (i) submits agrees that it will not bring or support any litigation against any Lender Related Party under the Debt Financing in any way relating to the exclusive jurisdiction this Limited Guarantee or any of the Chosen Courtstransactions contemplated hereby, (ii) waives including any objection that such Person may now or hereafter have to the laying of venue of any action or proceeding dispute arising out of or relating in any way to this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation Debt Financing or the Holderperformance thereof, (iv) agrees that service of process in any such action or proceeding shall be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any forum other manner permitted by law and (v) agrees not to seek than a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction sitting in the world borough of Manhattan of the City of New York, whether a state or federal court, and waives any and all objections or defenses that the provisions of Section 16 relating to the recognition, recording, registration or enforcement waiver of such judgment in jury trial shall apply to any such jurisdictionaction, suit or proceeding.

Governing Law; Forum. This Agreement shall be governed by and all disputes construed in accordance with the laws of the District of Columbia without regard to its conflicts of law provisions. Each of the parties irrevocably and unconditionally consents that any arbitration, suit, action or controversies proceeding relating to or arising out of or relating to this Agreement shall be governed byexclusively brought in a state or federal court sitting in the District of Columbia metropolitan area, and construed in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder party hereby irrevocably and unconditionally (i) submits waives, to the exclusive jurisdiction of the Chosen Courtsfullest extent permitted by law, (ii) waives any objection that such Person it may have, whether now or hereafter have in the future, to the laying of the venue in, or to the jurisdiction of, any and each of such courts for the purpose of any action such suit, action, proceeding or judgment and further waives any claim that any such suit, action, proceeding arising out of or relating judgment has been brought in an inconvenient forum, and each party hereby submits to such jurisdiction. XXXXX AND MANAGEMENT COMPANY EXPRESSLY HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO, DIRECTLY OR INDIRECTLY, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Agreement in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in any such action or proceeding shall to be effective if notice is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted executed and delivered by law and (v) agrees not to seek a transfer of venue their duly authorized representatives on the basis that another forum is more convenientdate first set forth above. Notwithstanding anything herein to the contraryXXXXX BANK N.A. RCP INVESTMENTS, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued L.P. By:/s/ Xxxxxx X. Xxxxxxx By:/s/ JCB Jr. Title:CFO Title:General Partner SCHEDULE 1: Services Provided by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.Xxxxx

Governing Law; Forum. This Agreement Construction. THIS NOTE IS GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each of the Company and the Holder agrees that all disputes actions or controversies proceedings arising out of or relating to in connection with this Agreement shall be governed byNote, or for recognition and construed in accordance with, the internal laws enforcement of the State of Delaware, without regard to principles of conflicts of laws. Each Holder agrees that it shall bring any litigation with respect to any claim judgment arising out of or related to in connection with this AgreementNote, shall be tried and determined exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the state and or federal courts in the State of Delaware) (together with New York, and each of the appellate courts thereof, Company and the “Chosen Courts”). In connection with any claim arising out of or related to this Agreement, each Holder hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally (i) submits with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Chosen Courts, (ii) aforesaid courts. Each of the Company and the Holder hereby expressly waives any objection that such Person right it may now or hereafter have to the laying assert, and agrees not to assert, by way of venue of any action motion, as a defense, counterclaim or proceeding arising out of or relating to this Agreement in the Chosen Courtsotherwise, (iii) waives any objection that the Chosen Courts are an inconvenient forum or as not having jurisdiction over either the Corporation or the Holder, (iv) agrees that service of process in any such action or proceeding shall be effective if notice proceeding: (a) any claim that it is given in accordance with Section 5(d), although nothing contained in this Agreement shall affect the right not subject to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any personal jurisdiction in the world aforesaid courts for any reason; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and waives (c) that (i) any and all objections of the aforesaid courts is an inconvenient or defenses to the recognitioninappropriate forum for such action or proceeding, recording, registration or enforcement of such judgment (ii) venue is not proper in any such jurisdictionof the aforesaid courts, and (iii) this Note, or the subject matter hereof, may not be enforced in or by any of the aforesaid courts.

Governing Law; Forum. This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard giving effect to principles of conflicts of lawslaws principles that would result in the application of the law of any other state. Each Holder agrees that it shall bring any litigation with respect of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to any claim arising out the exclusive jurisdiction of or related to this Agreement, exclusively in the Delaware Court of Chancery (and Chancery, or, if jurisdiction in the Delaware Court of Chancery shall be unavailableno such state court has proper jurisdiction, the state Federal court of the United States of America, sitting in Delaware, and federal courts in the State of Delaware) (together with the any appellate courts court from any thereof, the “Chosen Courts”). In connection with in any claim action or proceeding arising Exhibit C out of or related relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each Holder of the parties hereby irrevocably and unconditionally (i) submits agrees not to the exclusive jurisdiction of the Chosen Courtscommence any such action or proceeding except in such courts, (ii) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware Court of Chancery court or, if no such state court has proper jurisdiction, then in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that such Person which it may now or hereafter have to the laying of venue of any such action or proceeding arising out in any such Delaware Court of Chancery or relating Federal court, and (iv) waives, to this Agreement in the Chosen Courtsfullest extent permitted by law, (iii) waives any objection that the Chosen Courts are defense of an inconvenient forum to the maintenance of such action or as not having jurisdiction over either proceeding in any such Delaware Court of Chancery or Federal court. Each of the Corporation or the Holder, (iv) parties hereto agrees that service of process a final judgment in any such action or proceeding shall be effective if notice is given conclusive and may be enforced in accordance with other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5(d), although nothing contained 4.3. Nothing in this Agreement shall will affect the right of any party to this Agreement to serve process in any other manner permitted by law and (v) law. Each party hereto agrees not to seek a transfer commence any legal proceedings relating to or arising out of venue on this Agreement or the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (A) nothing in this Section 5(e) shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each Holder agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced transactions contemplated hereby in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdictioncourts other than as provided herein.