Common use of Governing Law; Submission to Jurisdiction Clause in Contracts

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and all legal construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or administrative proceedings, suits, investigations, arbitrations conflict of law provision or actions (“Actions”) rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at lawall times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in equityWilmington, Delaware in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement or any of the negotiation, execution or performance of transactions contemplated by this Agreement, ; (b) agrees that all claims in respect of such action or proceeding shall be governed by, heard and construed determined only in accordance with, the laws of the State of Delaware applicable any such court; (c) agrees that it shall not attempt to contracts executed in deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to be performed entirely within that State, regardless of the laws that might otherwise govern under bring any applicable conflict of laws principles. All Actions action or proceeding arising out of or relating to this Agreement shall be heard and determined in the Chancery Court or any of the State of Delaware (or, if the Chancery Court transaction contemplated by this Agreement in any other court. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) Company and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in Participants waives any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The consents Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to jurisdiction the party to be served at the address and venue set forth in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 9(h) 12.2, however, shall not constitute general consents to service affect the right of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of to serve legal process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the County of New York, in the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and venue federal courts sitting in the County of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process New York, in the State of Delaware New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and shall have no 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 suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably 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 any purpose except as provided in notices to it under this paragraph Agreement and agrees that such service shall not constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort contract or otherwisetort) that may be based upon, arising arise out of or relating relate to this Agreement or the negotiation, execution or performance of 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), shall will be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable without regard to contracts executed in and to be performed entirely within that State, regardless principles of the laws that might otherwise govern under conflicts of laws. Any action against any applicable conflict of laws principles. All Actions arising out of or Party relating to this Agreement the foregoing shall be heard and determined brought in the Chancery Court any federal or state court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept competent jurisdiction over any Action, any state or federal court located within the State of Delaware) , and the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction and venue of such courts in any federal or state court located within the State of Delaware over any such Action action. Each of the Parties agrees (i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably waive the defense of an inconvenient forum or lack of jurisdiction and unconditionally agrees (1) that it is and shall continue to be subject to the maintenance jurisdiction of any the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (2)(A) to the extent that such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall Party is not constitute general consents otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal processes and shall have no effect for any purpose except as provided in this paragraph notify the other Parties of the name and shall not be deemed address of such agent, and (B) to confer rights on any Person other than the parties hereto. Each party hereto agrees fullest extent permitted by law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or (B) above shall have the same legal force and effect as if served upon such party Party personally within the State of Delaware. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court or any Action arising out defense of or relating to this Agreement shall be effective if notice is given by overnight courier at inconvenient forum for the address set forth in Section 9(d) maintenance of this Agreementsuch dispute. The parties Each of the Parties hereto agree agrees that a final judgment in any such Action shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentLaw.

Governing Law; Submission to Jurisdiction. This Agreement Limited Guarantee and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement Limited Guarantee or the negotiation, execution or performance of this Agreement, transactions contemplated hereby shall be interpreted, construed and governed by, by and construed in accordance with, with the Laws of the State of New York without regard to the conflicts of law principles thereof. All Actions arising under the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising New York out of or relating to this Agreement Limited Guarantee shall be heard and determined exclusively in any New York federal court sitting in the Chancery Court Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the State parties hereto agrees that serving of Delaware (orprocess or other papers in connection with any such Action in any manner permitted by applicable Laws, if the Chancery Court will be valid and sufficient service thereof. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably (a) submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. federal or state court sitting in the Borough of Manhattan of The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service City of process in New York for the purpose of any Action arising under the laws of the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising New York out of or relating to this Agreement shall be effective if notice is given Limited Guarantee brought by overnight courier at any party hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Limited Guarantee and the address set forth rights and obligations arising hereunder, or for recognition and enforcement of any judgment in Section 9(d) respect of this Agreement. The parties hereto agree Limited Guarantee and the rights and obligations arising hereunder (i) any claim that a final judgment it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 12, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (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 (A) the Action shall be conclusive and in such court is brought in an inconvenient forum, (B) the venue of such Action is improper, or (C) this Limited Guarantee, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedingsrights, suitsremedies, investigationsliabilities, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out powers and duties of or relating to this Agreement or the negotiation, execution or performance of this Agreementparties hereto and thereto, shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. Buyer, regardless of Merger Sub and the laws Principal Stockholder irrevocably agree that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of legal action or relating proceeding with respect to this Agreement shall or for recognition or enforcement of any judgment in respect hereof by brought by the other party hereto or its successors and assigns may be heard brought and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within other courts in the State of Delaware) , and Buyer, Merger Sub and the parties hereto Principal Stockholder hereby irrevocably submit with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to accept service of process in any manner permitted by such courts. Buyer, Merger Sub and the State Company hereby irrevocably waive, and agree not to assert, by way of Delaware and shall have no effect motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person reason other than the parties hereto. Each party hereto agrees failure to lawfully serve process; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of process upon such party notice, attachment prior to judgment, attachment in any Action arising out aid of execution of judgment, execution of judgment or relating otherwise); (c) to this Agreement shall be effective if notice is given the fullest extent permitted by overnight courier at applicable law, that (i) the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment suit, action or proceeding in any such Action shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment such courts; or in (d) any other manner provided right to a trial by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjury.

Governing Law; Submission to Jurisdiction. This Agreement THIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company and all legal the Holder hereby agree that any action, proceeding or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, claim against it arising out of of, or relating to in any way to, this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, brought and construed enforced in accordance with, the laws courts of the State of Delaware applicable Washington or of the United States of America for the Western District of Washington, and irrevocably submits to contracts executed such jurisdiction, which jurisdiction shall be exclusive. The Company and the Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum and also hereby irrevocably waive any right or claim to trial by jury in and connection with any such action, proceeding or claim. Any such process or summons to be performed entirely within that State, regardless served upon any of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard Company and determined in the Chancery Court Holder (at the option of the State of Delaware (orparty bringing such action, if the Chancery Court of the State of Delaware declines proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier it at the address set forth in Section 9(d) of this Agreement14 hereof. The parties hereto agree that a final judgment Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment action, proceeding or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentclaim.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort contract or otherwisetort) that may be based upon, arising arise out of or relating relate to this Agreement or the negotiation, execution or performance of 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), shall will be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable without regard to contracts executed in and to be performed entirely within that State, regardless principles of the laws that might otherwise govern under conflicts of laws. Any action against any applicable conflict of laws principles. All Actions arising out of or party relating to this Agreement the foregoing shall be heard and determined brought in the Chancery Court any federal or state court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept competent jurisdiction over any Action, any state or federal court located within the State of Delaware) , and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction and venue of such courts in any federal or state court located within the State of Delaware over any such Action action. Each of the parties hereby irrevocably and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction unconditionally agrees (A) that it is and shall continue to be subject to the maintenance jurisdiction of any the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (B) to the extent that such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall party is not constitute general consents otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal processes and notify the other parties of the name and address of such agent, and that, to the fullest extent permitted by applicable law, service made pursuant to (B) above shall have no the same legal force and effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than if served upon such party personally within the State of Delaware. Each of the parties heretohereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each party of the parties hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement Warrant and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and to be performed entirely within principles of conflicts of laws that State, regardless would apply the laws of other jurisdictions. Each of the laws Company and the Holder agrees that might otherwise govern under it shall bring any applicable conflict of laws principles. All Actions litigation with respect to any claim arising out of or relating related to this Agreement shall be heard and determined Agreement, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the Transactions, each of Delaware them (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (b) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or lack of as not having jurisdiction over either the Company or the Holder, (d) agrees that to the maintenance extent permitted by the rules of the court in which any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to action or proceeding is brought, service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in accordance with Section 9(d) 6.9 of this Agreement. The parties hereto agree that a final judgment Warrant, although nothing contained in any such Action this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or right to serve process in any other manner provided permitted by applicable law; provided law and (e) 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 6.11 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each of the foregoing shall restrict Company and the Holder waives any party’s rights and all objections or defenses to seek the recognition, recording, registration or enforcement of such judgment issued by a Chosen Court in any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction in the world.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions claim arising out of or relating related to this Agreement shall be heard and determined Agreement, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State of Delaware appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarei) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (ii) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or lack of do not have jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(hover either Party, (iv) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party Party in any Action arising out of such action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in accordance with Section 9(d8(k) of this Agreement, 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. The parties hereto agree Notwithstanding anything herein to the contrary, (i) nothing in this Section 8(l) shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a final 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 Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to the laws of any other jurisdiction that might be performed entirely within that State, regardless applied because of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesprinciples of the State of Delaware. All Actions Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be heard brought and determined in the Court of Chancery Court of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Chancery Superior Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State United States District Court for the District of Delaware) ), and each of the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the aforesaid courts for itself and venue of such courts in with respect to its property, generally and unconditionally, with regard to any such Action and irrevocably waive the defense of an inconvenient forum action or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall be effective if notice constitute sufficient service of process and the parties further waive any argument that such service is given insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by overnight courier at way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the address set forth transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Section 9(dDelaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of this Agreement. The parties hereto agree any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that a final judgment (i) the suit, action or proceeding in any such Action shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement and all legal the other Loan Documents and any claims, controversy, dispute or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) cause of action (whether at law, in equity, in contract, in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document and the negotiation, execution or performance of this Agreement, transactions contemplated hereby and thereby shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed New York. The Company irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Bank or their respective Affiliates and to be performed entirely within that Statethe partners, regardless directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such the laws that might otherwise govern under Administrative Agent, each Bank and their respective Affiliates in any applicable conflict of laws principles. All Actions arising out of or way relating to this Agreement shall or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in the Chancery Court of the such New York State of Delaware (court or, if to the Chancery Court fullest extent permitted by applicable law, in such federal court. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent or any Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Company or its properties in the courts of any jurisdiction. The Company irrevocably waives, to the fullest extent permitted by applicable law; provided , any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that nothing any such proceeding brought in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such a final trial court judgmenthas been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transaction Documents shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the County of New York, in the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and venue federal courts sitting in the County of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process New York, in the State of Delaware New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and shall have no 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 suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably 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 any purpose except as provided in notices to it under this paragraph Agreement and agrees that such service shall not constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transactions shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions claim arising out of or relating related to this Agreement shall be heard and determined Agreement, the Ancillary Documents or the Transactions, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State of Delaware appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement, the Ancillary Documents or the Transactions (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (b) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or lack of do not have jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(hover either Party hereto, (d) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party Party in any Action arising out of such action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in accordance with Section 9(d) 7.3 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. The parties hereto agree Notwithstanding anything herein to the contrary, (a) nothing in this Section 7.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a final 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 Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to be performed entirely within that State, regardless the conflicts of laws rules thereof. Each of the laws that might otherwise govern under any applicable conflict parties hereto (a) irrevocably submits itself to the personal jurisdiction of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Chancery Delaware Court of the State of Delaware Chancery declines to accept jurisdiction over any Actiona particular matter, any state or federal court within the State of Delaware) and any state appellate court therefrom within the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement in any court other than such court, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court, and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice sent via a nationally recognized overnight courier service to the address set forth below such party’s signature hereto shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably submit and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the exclusive jurisdiction and action in such court is brought in an inconvenient forum, (y) the venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum action is improper or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h(z) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at or the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and subject matter hereof may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch court.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transaction Documents shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and to be performed entirely within that State, regardless the principles of the laws that might otherwise govern under any applicable conflict conflicts of laws principleslaw thereof. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or Action, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or Action is improper or inconvenient venue for such Action. Each party hereby irrevocably waives personal service of such courts process and consents to process being served in any such suit, action or Action 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 irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any agrees that such Action. The consents to jurisdiction service shall constitute good and venue set forth in this Section 9(h) shall not constitute general consents to sufficient service of process in the State of Delaware and notice thereof. Nothing contained herein shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given serve process in any manner permitted by overnight courier at the address set forth in Section 9(d) of this Agreementlaw. The parties hereto agree that hereby waive all rights to a final judgment trial by jury. If either party shall commence an action or Action to enforce any provisions of the Transaction Documents, then the prevailing party in any such action or Action shall be conclusive reimbursed by the other party for its attorneys' fees and may be enforced in other jurisdictions by suit on costs and expenses incurred with the judgment investigation, preparation and prosecution of such action or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentAction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal each other Transaction Agreement (and any claims, causes of action or administrative proceedingsdisputes that may be based upon, suitsarise out of or relate hereto or thereto, investigationsto the transactions contemplated hereby and thereby, arbitrations to the negotiation, execution or actions (“Actions”) (performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether at for breach of contract, tortious conduct or otherwise and whether predicated on common law, in equity, in contract, in tort statute or otherwise) based uponshall be governed by and construed in accordance with the internal Laws (as opposed to the conflicts of law provisions) of the State of Delaware. Each of Seller and Buyer agrees that any dispute, controversy or claim arising out of or relating to this Agreement the transactions contemplated by the Transaction Agreements, or the negotiationvalidity, execution interpretation, breach or performance termination of this Agreementany such agreement, including claims seeking redress or asserting rights under any Law (a “Dispute”) shall be governed byresolved only in the Courts of the State of Delaware sitting in the County of New Castle or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts, provided that, any suit, action, litigation, proceeding or claim against any Lender Related Party (whether in law or equity or in contract, tort or otherwise) in connection with any aspect of the Debt Financing will be governed, including as to validity, interpretation, and construed in accordance witheffect, by the laws of the State of Delaware applicable to contracts executed New York and shall be tried and litigated only in the state courts, and to be performed entirely within that Statethe extent permitted by applicable law, regardless federal courts, in each case located in New York County, New York and each of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and venue of such courts in relative to any such Action claim, controversy or dispute. In that context, and irrevocably waive without limiting the defense generality of an inconvenient forum or lack the foregoing, each of jurisdiction to the maintenance of any such Action. The consents to jurisdiction Parent, Seller and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to Buyer by this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive irrevocably and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.unconditionally:

Governing Law; Submission to Jurisdiction. This Agreement and all legal each Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or administrative proceedingsproceeding of any kind or description, suits, investigations, arbitrations whether in law or actions (“Actions”) (whether at law, in equity, whether in contract, contract or in tort or otherwise) based upon, arising out against the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any Related Party of or the foregoing in any way relating to this Agreement or the negotiationtransactions relating hereto, execution or performance of this Agreement, shall be governed by, and construed in accordance with, any forum other than the laws courts of the State of Delaware applicable to contracts executed New York sitting in New York County and to be performed entirely within that State, regardless of the laws United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that might otherwise govern under all claims in respect of any applicable conflict of laws principles. All Actions arising out of such action, litigation or relating to this Agreement shall proceeding may be heard and determined in the Chancery Court of the such New York State of Delaware (or, if to the Chancery Court fullest extent permitted by applicable law, in such federal court. Notwithstanding the foregoing sentence, each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action 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. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law; provided , any objection that nothing it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the foregoing shall restrict manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party’s rights party hereto to seek serve process in any post-judgment relief regarding, or any appeal from, a final trial court judgment.other manner permitted by applicable law

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance interpretation of this Agreement, Purchase Warrant shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal action, claim, suit, investigation or proceeding (“Proceedings”) concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of transactions contemplated by this Purchase Warrant (whether brought against a party hereto or relating to this Agreement its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the City of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Purchase Warrant), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of such courts process and consents to process being served in any such Action 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 Purchase Warrant and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any agrees that such Action. The consents to jurisdiction service shall constitute good and venue set forth in this Section 9(h) shall not constitute general consents to sufficient service of process in the State of Delaware and notice thereof. Nothing contained herein shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing . If either party shall commence a Proceeding to enforce any provisions of this Purchase Warrant, then the prevailing party in such Proceeding shall be reimbursed by the foregoing shall restrict any party’s rights to seek any post-judgment relief regardingother party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, or any appeal from, a final trial court judgmentpreparation and prosecution of such Proceeding.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and all legal construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or administrative proceedings, suits, investigations, arbitrations conflict of law provision or actions (“Actions”) rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at lawall times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in equityWilmington, Delaware in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement or any of the negotiation, execution or performance of transactions contemplated by this Agreement, ; (b) agrees that all claims in respect of such action or proceeding shall be governed by, heard and construed determined only in accordance with, the laws of the State of Delaware applicable any such court; (c) agrees that it shall not attempt to contracts executed in deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to be performed entirely within that State, regardless of the laws that might otherwise govern under bring any applicable conflict of laws principles. All Actions action or proceeding arising out of or relating to this Agreement shall be heard and determined in the Chancery Court or any of the State of Delaware (or, if the Chancery Court transaction contemplated by this Agreement in any other court.‌ Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) Company and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in Participants waives any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The consents Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to jurisdiction the party to be served at the address and venue set forth in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 9(h) 12.2, however, shall not constitute general consents to service affect the right of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of to serve legal process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that StateDelaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. In any applicable conflict action or proceeding between any of laws principles. All Actions the parties arising out of or relating to this Agreement shall be heard and determined in the Chancery Court or any of the State of Delaware (ortransactions contemplated by this Agreement, if the Chancery Court each of the State of Delaware declines to accept jurisdiction over any Actionparties hereto: (a) irrevocably and unconditionally consents and submits, any state or federal court within the State of Delaware) for itself and the parties hereto hereby irrevocably submit its property, to the exclusive jurisdiction and venue of any Delaware State court (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in Delaware); (b) agrees that all claims in respect of such courts action or proceeding must be commenced, and may be heard and determined, exclusively in such Delaware State court (or, if applicable, such Federal court); (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action action or proceeding in such Delaware State court (and, if applicable, such Federal court); and irrevocably waive (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction or proceeding in such Delaware State court (or, if applicable, such Federal court). The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service Each of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and action or proceeding may be enforced in 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 8.2. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement THIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company and all legal the Holder hereby agree that any action, proceeding or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, claim against it arising out of of, or relating to in any way to, this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, brought and construed enforced in accordance with, the laws courts of the State of Delaware applicable Florida or of the United States of America sitting in Florida, and irrevocably submits to contracts executed such jurisdiction, which jurisdiction shall be exclusive. The Company and the Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum and also hereby irrevocably waive any right or claim to trial by jury in and connection with any such action, proceeding or claim. Any such process or summons to be performed entirely within that State, regardless served upon any of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard Company and determined in the Chancery Court Holder (at the option of the State of Delaware (orparty bringing such action, if the Chancery Court of the State of Delaware declines proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier it at the address set forth in Section 9(d) of this Agreement13 hereof. The parties hereto agree that a final judgment Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment action, proceeding or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentclaim.

Governing Law; Submission to Jurisdiction. This Deposit Agreement and any and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, ADRs shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed New York. Notwithstanding anything contained in and to be performed entirely within that Statethis Deposit Agreement, regardless an ADR or any present or future provisions of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of England (or, if applicable, such other laws as may govern the Chancery Court Deposited Securities). Except as set forth herein, the Company and the Depositary agree that the federal or state courts in the Borough of Manhattan, The City of New York shall have 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 Company hereby irrevocably designates, appoints and empowers CT Corporation System, 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Agent") 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 Company in any federal or state court as described in the preceding sentence or in the next paragraph. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this paragraph reasonably satisfactory to the Depositary. The Company 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 Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in this Deposit Agreement. The Company agrees that the failure of the State Agent to give any notice of Delaware declines such service to accept jurisdiction over it shall not impair or affect in any Actionway the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court within of the State of Delaware) United States, and the parties hereto hereby Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company 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 Company and the Depositary irrevocably submit to the non-exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actioncourts. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto Company agrees that service of process upon such party the Agent in any Action arising out of or relating to this Agreement the manner set forth in the preceding paragraph shall be effective if notice is given by overnight courier at the address set forth service upon it for any suit, action or proceeding brought against it as described in Section 9(d) of this Agreementparagraph. The parties hereto agree Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that a final judgment 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, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Action shall be conclusive court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably and may be enforced unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other jurisdictions by suit on legal process or proceeding for the judgment giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Deposit Agreement, any other manner provided by applicable law; provided that nothing ADR or the Deposited Securities. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) 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 COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, 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). The provisions of this Section 18 shall survive any termination of this Deposit Agreement, in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, whole or any appeal from, a final trial court judgmentin part.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed in to be made and performed entirely therein without giving effect to the principles of conflicts of law thereof or of any other jurisdiction. Each of the parties hereto hereby expressly and irrevocably submits to the exclusive personal jurisdiction of the United States District Court for the District of Delaware and to be performed entirely within that State, regardless the jurisdiction of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court other competent court of the State of Delaware located in New Castle County (orcollectively, if the Chancery Court “Delaware Courts”), preserving, however, all rights of removal to such federal court under 28 U.S.C. Section 1441, in connection with all disputes arising out of or in connection with this Agreement or the State of Delaware declines transactions contemplated hereby and agrees not to accept jurisdiction over commence any Actionlitigation relating thereto except in such courts. If the aforementioned courts do not have subject matter jurisdiction, then the proceeding shall be brought in any other state or federal court within located in the State of Delaware) and the parties hereto hereby irrevocably submit , preserving, however, all rights of removal to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this federal court under 28 U.S.C. Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto1441. Each party hereto agrees that service of process upon such party in hereby waives the right to any Action other jurisdiction or venue for any litigation arising out of or relating to in connection with this Agreement shall or the transactions contemplated hereby to which any of them may be effective if notice is given entitled by overnight courier at reason of its present or future domicile. Notwithstanding the address set forth in Section 9(d) foregoing, each of this Agreement. The the parties hereto agree agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions entered by suit on the judgment or Delaware Courts in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, court or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal each Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or administrative proceedingsproceeding of any kind or description, suits, investigations, arbitrations whether in law or actions (“Actions”) (whether at law, in equity, whether in contract, contract or in tort or otherwise) based upon, arising out against the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any Related Party of or the foregoing in any way relating to this Agreement or the negotiationtransactions relating hereto, execution or performance of this Agreement, shall be governed by, and construed in accordance with, any forum other than the laws courts of the State of Delaware applicable to contracts executed New York sitting in New York County and to be performed entirely within that State, regardless of the laws United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that might otherwise govern under all claims in respect of any applicable conflict of laws principles. All Actions arising out of such action, litigation or relating to this Agreement shall proceeding may be heard and determined in the Chancery Court of the such New York State of Delaware (or, if to the Chancery Court fullest extent permitted by applicable law, in such federal court. Notwithstanding the foregoing sentence, each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action 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. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law; provided , any objection that nothing it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the foregoing shall restrict manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party’s rights party hereto to seek serve process in any post-judgment relief regarding, or any appeal from, a final trial court judgmentother manner permitted by applicable law.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, The Merger shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed California. Other than the Merger, this Agreement shall be governed by and construed in and to be performed entirely within that Stateaccordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. In any applicable conflict action or proceeding between any of laws principles. All Actions the parties arising out of or relating to this Agreement shall be heard and determined in the Chancery Court or any of the State of Delaware (ortransactions contemplated by this Agreement, if the Chancery Court each of the State of Delaware declines to accept jurisdiction over any Actionparties hereto: (a) irrevocably and unconditionally consents and submits, any state or federal court within the State of Delaware) for itself and the parties hereto hereby irrevocably submit its property, to the exclusive jurisdiction and venue of any Delaware State court (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in Delaware); (b) agrees that all claims in respect of such courts action or proceeding must be commenced, and may be heard and determined, exclusively in such Delaware State court (or, if applicable, such Federal court); (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action action or proceeding in such Delaware State court (and, if applicable, such Federal court); and irrevocably waive (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction or proceeding in such Delaware State court (or, if applicable, such Federal court). The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service Each of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and action or proceeding may be enforced in 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 8.2. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York; provided that as to Collateral located in any jurisdiction other than the State of New York, the Collateral Agent, on behalf of Purchaser, shall have all legal of the rights to which a secured party is entitled under the laws of such other jurisdiction. No claim, counterclaim or administrative proceedings, suits, investigations, arbitrations dispute of any kind or actions nature whatsoever arising out of or in any way relating to this Agreement (“ActionsClaim”) may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, or in the courts of the domicile of each of the parties hereto, in respect of actions brought against any such party as a defendant, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the parties hereto consents and irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and personal service with respect thereto. Each of the parties hereto hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Collateral Agent or any indemnified party. Each of the parties hereto (each on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) irrevocably and unconditionally waives, to the extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any such Claim, (ii) all right to trial by jury in any action, proceeding or counterclaim (whether at law, in equity, in based upon contract, in tort or otherwise) based upon, in any way arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall (iii) any other jurisdiction to which it may otherwise be governed byentitled and (iv) any right to which it may be entitled, and construed in accordance with, the laws on account of place of residence or domicile. Each of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon such party and may be enforced in any other jurisdictions courts to the jurisdiction of which such party is or may be subject, by suit upon such judgment. Pledgor hereby appoints, and further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect until the termination of this Agreement from the date hereof, without power of revocation, CT Corporation System as its agent to accept and acknowledge on the judgment or its behalf service of any and all process that may be served in any other manner provided by applicable law; provided action, proceeding or counterclaim in any way relating to or arising out of this Agreement (the “Process Agent”). In the event that nothing in CT Corporation System has ceased to serve as Process Agent, Pledgor agrees to notify the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, Collateral Agent and Purchaser of a final trial court judgmentsuccessor Process Agent within ten (10) Business Days.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed byconstrued, interpreted and construed the rights of the parties determined in accordance with, with the laws of the State of Delaware applicable New York (without reference to contracts executed in and to be performed entirely within any choice of law rules that State, regardless would require the application of the laws of any other jurisdiction). Except as otherwise provided in this Agreement, each party irrevocably agrees that might otherwise govern under any applicable conflict legal action or proceeding with respect to this Agreement or for recognition and enforcement of laws principles. All Actions arising any judgment in respect hereof brought by another party or its successors or assigns shall be brought exclusively in the state and federal courts of the State of New York and each of the parties hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement shall or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be heard and determined made in such action or proceeding may be made by delivery of process in accordance with the Chancery Court notice provisions contained in Section 4.8. Each of the State parties hereby irrevocably waives, and agrees not to assert, by way of Delaware motion, as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, (ora) the defense of sovereign immunity, if (b) any claim that it is not personally subject to the Chancery Court jurisdiction of the State above-named courts for any reason other than the failure to serve process in accordance with this Section 4.8, (c) that it or its property is exempt or immune from jurisdiction of Delaware declines any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to accept jurisdiction over any Actionjudgment, any state attachment in aid of execution of judgment, execution of judgment or federal court within the State of Delawareotherwise), and (d) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction fullest extent permitted by applicable laws and regulations that (i) the action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such courts in any such Action action or proceeding is improper and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h(iii) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and , or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transaction Documents shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the City of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of such courts process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any agrees that such Action. The consents to jurisdiction service shall constitute good and venue set forth in this Section 9(h) shall not constitute general consents to sufficient service of process in the State of Delaware and notice thereof. Nothing contained herein shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing . If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the foregoing obligations of the Company under Section 5.5, the prevailing party in such Action or Proceeding shall restrict any party’s rights to seek any postbe reimbursed by the non-judgment relief regardingprevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or any appeal from, a final trial court judgmentProceeding.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by, and construed enforced in accordance with, the domestic laws of the State of Delaware applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless any choice of the laws that might otherwise govern under any applicable law or conflict of laws principles. All Actions arising out of law provision or relating to this Agreement shall be heard and determined in the Chancery Court rule (whether of the State of Delaware (oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns shall be brought and determined in the state and federal courts of the State of Delaware, if and each of the Chancery Court parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the courts of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within and the Federal courts of the United States of America located in the State of Delaware) and . Each of the parties hereto hereby irrevocably submit waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this agreement, any claim (a) that it is not personally subject to the exclusive jurisdiction and of the 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 (whether through service of judgment, execution of judgment, or otherwise), or (c) to the fullest extent permitted by the applicable law, that (i) the suit, action or proceeding in such courts is brought in an inconvenient forum, (ii) the venue of such courts in any such Action and irrevocably waive suit, action or proceeding is improper or (iii) this agreement, or the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall subject matter hereof, may not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regardingaforesaid courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, or any appeal fromAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, a final trial court judgmentOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) 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, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions claim arising out of or relating related to this Agreement shall be heard and determined Agreement, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State of Delaware appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (b) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or lack of do not have jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(hover either Party, (d) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party Party in any Action arising out of such action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in accordance with Section 9(d) 13 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. The parties hereto agree Notwithstanding anything herein to the contrary, (a) nothing in this Section 14 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a final 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 Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions claim arising out of or relating related to this Agreement shall be heard and determined Agreement, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State of Delaware appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (b) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or lack of do not have jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(hover either Party, (d) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party Party in any Action arising out of such action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in accordance with Section 9(d) 10 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. The parties hereto agree Notwithstanding anything herein to the contrary, (a) nothing in this Section 12 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a final 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 Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court Courts of the State of Delaware (orNew York sitting in the County of New York, if the Chancery United States District Court for the Southern District of the State of Delaware declines to accept jurisdiction over any ActionNew York, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h9(i) shall not constitute general consents to service of process in the State of Delaware New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d9(e) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and all legal construed in accordance with the law of the State of New York. Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or administrative proceedingsproceeding of any kind or description, suits, investigations, arbitrations whether in law or actions (“Actions”) (whether at law, in equity, whether in contract, contract or in tort or otherwise) based upon, arising out of or in any way relating to this Agreement or any other Loan Document or the negotiationtransactions relating hereto or thereto, execution or performance of this Agreement, shall be governed by, and construed in accordance with, any forum other than the laws courts of the State of Delaware applicable to contracts executed New York sitting in New York County, and to be performed entirely within that State, regardless of the laws United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that might otherwise govern under all claims in respect of any applicable conflict of laws principles. All Actions arising out of such action, litigation or relating to this Agreement shall proceeding may be heard and determined in the Chancery Court of the such New York State of Delaware (court or, if to the Chancery Court fullest extent permitted by applicable law, in such federal court. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided . Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that nothing any such proceeding brought in such a court has been brought in an inconvenient forum. Each Subsidiary Borrower hereby agrees that service of process in any action or proceeding brought in any New York State court or in federal court may be made upon the foregoing Company at its offices specified in Section 10.1, and such Subsidiary Borrower hereby irrevocably appoints the Company to give any notice of any such service of process, and agrees that the failure of the Company to give any notice of any such service shall restrict not impair or affect the validity of such service or of any party’s rights to seek judgment rendered in any post-judgment relief regarding, action or any appeal from, a final trial court judgmentproceeding based thereon.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes, and all legal the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and revolving tri-party accounts), shall not apply to this Agreement, the Notes, or administrative proceedingsthe transactions contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the amount of interest payable for its account, suitssuch Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect. Each Letter of Credit shall be governed by either the Uniform Customs and Practice for Documentary Credits (2007 Revision), investigationsInternational Chamber of Commerce Publication No. 600, arbitrations or actions the International Standby Practices (“Actions”) ISP98), International Chamber of Commerce Publication No. 590 (whether at lawand any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender). The Borrower hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Houston, Texas in equity, in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed byother Loan Documents, and construed the Borrower hereby irrevocably agrees that all claims in accordance with, the laws respect of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of such action or relating to this Agreement shall proceeding may be heard and determined in such court. The Borrower hereby unconditionally and irrevocably waives, to the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Actionfullest extent it may effectively do so, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit right it may have to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of such action or proceeding. The Borrower hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such Action. The consents action or proceeding may be made by mailing or delivering a copy of such process to jurisdiction and venue such Borrower at its address set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree Borrower agrees that a final judgment in any such Action 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 applicable law; provided that nothing . Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against the Borrower or its Property in the foregoing shall restrict courts of any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentother jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that StateDelaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. In any applicable conflict action or proceeding between any of laws principles. All Actions the parties arising out of or relating to this Agreement shall be heard and determined in the Chancery Court or any of the State of Delaware (ortransactions contemplated by this Agreement, if the Chancery Court each of the State of Delaware declines to accept jurisdiction over any Actionparties hereto: (a) irrevocably and unconditionally consents and submits, any state or federal court within the State of Delaware) for itself and the parties hereto hereby irrevocably submit its property, to the exclusive jurisdiction and venue of any Delaware State court (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in Delaware); (b) agrees that all claims in respect of such courts action or proceeding must be commenced, and may be heard and determined, exclusively in such Delaware State court (or, if applicable, such Federal court); (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action action or proceeding in such Delaware State court (and, if applicable, such Federal court); 66 and irrevocably waive (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction or proceeding in such Delaware State court (or, if applicable, such Federal court). The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service Each of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing . Each party to this Agreement irrevocably consents to service of process in the foregoing manner provided for notices in Section 8.2. Nothing in this Agreement shall restrict affect the right of any party’s rights party to seek this Agreement to serve process in any post-judgment relief regarding, or any appeal from, a final trial court judgmentother manner permitted by Applicable Law.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions claim arising out of or relating related to this Agreement shall be heard and determined Agreement, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State of Delaware appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (b) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or lack of do not have jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(hover either Party, (d) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party Party in any Action arising out of such action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) accordance with 13 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. The parties hereto agree Notwithstanding anything herein to the contrary, (a) nothing in this Section 14 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a final 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 Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal matters, claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) Actions (whether at law, in equity, in contractContract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this AgreementAgreement (collectively, the “Relevant Matters”), shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that StateDelaware, regardless of the laws that might otherwise govern under any applicable conflict of laws Laws principles. All Actions actions arising out of or relating to this Agreement any Relevant Matter shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Actionaction, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction. The consents to jurisdiction and venue set forth in this Section 9(h) 8.8 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph Section 8.8 and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) 8.4 of this Agreement. The parties hereto hereby waive any right to stay or dismiss any action or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the above-described legal process, (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. The parties hereto agree that a final judgment in any such Action action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement Guaranty and all legal the rights and obligations of the Lender and of the Guarantor under this Guaranty shall be governed by and construed in accordance with the laws of the State of Delaware. For purposes of any suit, action or administrative proceedingsproceeding involving this Guaranty or any judgment entered by any court in respect of such suit, suitsaction or proceeding, investigationsthe Guarantor expressly submits to the non-exclusive jurisdiction of any State or federal court sitting in the State of Delaware and agrees that any order, arbitrations process or actions (“Actions”) (whether other paper may be served upon the Guarantor within or without such court's jurisdiction by mailing a copy to the Guarantor at lawthe Guarantor's address for notices provided in this Guaranty, in equityprovided that a reasonable time for appearance is allowed. The Guarantor irrevocably waives any objection the Guarantor may now or hereafter have to the laying of venue of any suit, in contract, in tort action or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts Guaranty brought in any such Action court and further irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of waives any claim that any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of suit, action or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment proceeding brought in any such Action court has been brought in an inconvenient forum. Nothing contained in this Guaranty shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or Lender's right to serve legal process in any other manner provided permitted by applicable law; provided that nothing law or to bring any action or proceeding against the Guarantor or the Guarantor's property in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentcourts of other jurisdictions.

Governing Law; Submission to Jurisdiction. (i) This Agreement and all legal matters, claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) Actions (whether at law, in equity, in contractContract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this AgreementAgreement (collectively, the “Relevant Matters”), shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that StateDelaware, regardless of the laws that might otherwise govern under any applicable conflict of laws Laws principles. All Actions arising out of or relating to this Agreement any Relevant Matter shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph Section 9(h) and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto and the Parties hereby waive any right to stay or dismiss any action or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the above-described legal process, (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any Party hereto is entitled pursuant to any final judgment of any court having jurisdiction. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement Limited Guarantee and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, claims and defenses arising out of or relating to this Agreement Limited Guarantee or the negotiationbreach, execution termination or performance validity of this AgreementLimited Guarantee, shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware applicable New York without giving effect to contracts executed in and to be performed entirely within any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that State, regardless would cause the application of the laws that might otherwise govern under of any applicable conflict jurisdiction other than the State of laws principlesNew York. All Actions The parties hereto hereby (a) submit for itself and its property to the exclusive jurisdiction of any state court sitting in New York City or any federal court sitting in the Southern District of New York for the purpose of any action arising out of or relating to this Agreement letter agreement brought by any party hereto, (b) consents that any such action may and shall be heard brought in such courts and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over waives any Action, any state objection that it may now or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit hereafter have to the exclusive venue or jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of action in such court or that such court is an inconvenient forum for the action and agrees not to assert, plead or lack claim the same; (c) agrees that the final judgment of such court shall be enforceable in any court having jurisdiction over the relevant party or any of its assets; (d) irrevocably waives any right to the maintenance of remove any such Action. The consents to jurisdiction and venue set forth action from the state court sitting in this Section 9(h) shall not constitute general consents to service of process New York City or any federal court sitting in the State Southern District of Delaware and shall have no effect for New York to any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto court; (e) agrees that service of process upon in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) 7 of this Agreement. The parties hereto agree Limited Guarantee); and (vi) agrees that a final judgment nothing in any such Action this Limited Guarantee shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or right to effect service of process in any other manner provided permitted by the applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentrules of procedure.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to the laws of any other jurisdiction that might be performed entirely within that State, regardless applied because of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesprinciples of the State of Delaware. All Actions Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be heard brought and determined in the Court of Chancery Court of the State of Delaware (or, only if such court declines to accept jurisdictions over a particular matter, then in the Chancery 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 (but only in such event), then in any court sitting of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarein New Castle County) and any appellate court from any of such courts (in any case, the “Selected Court”), and each of the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the Selected Courts for itself and venue of such courts in with respect to its property, generally and unconditionally, with regard to any such Action and irrevocably waive the defense of an inconvenient forum action or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the Selected Courts, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall be effective if notice constitute sufficient service of process and the parties further waive any argument that such service is given insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by overnight courier at way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the address set forth transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the Selected Courts as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Section 9(dsuch courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) of this Agreement. The parties hereto agree and (c) that a final judgment (i) the suit, action or proceeding in any such Action shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any applicable conflict of laws principles. All Actions arising out of legal action or relating Proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be heard brought and determined exclusively in the Chancery Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Chancery Delaware Court of the State of Delaware Chancery declines to accept jurisdiction over any Actiona particular matter, any state or federal court within the State of Delaware) and (the “Delaware Courts”). Each of the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process being made upon it through the notice procedures set forth in Section 13, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 16, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (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 the applicable Law, any claim that (A) the suit, action or Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and shall have no effect for any purpose except as provided of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this paragraph Section 16 is solely for the purposes referred to in this Section 16 and shall not be deemed to confer rights on any Person be a general submission to such courts or in the State of Delaware other than the parties hereto. Each party hereto agrees that service of process upon for such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentpurpose.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all legal purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights 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 such state, without regard to the principles or administrative proceedingsrules concerning conflicts of laws which might otherwise require application of the substantive laws of another jurisdiction. The Company and each holder of Rights hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, suitsor, investigationsif such court shall lack subject matter jurisdiction, arbitrations the United States District Court for the District of Delaware, over any suit, action or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceeding arising out of or relating to this Agreement or Agreement. The Company and each holder of Rights acknowledge that the negotiation, execution or performance of forum designated by this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating Section 32 has a reasonable relation to this Agreement shall be heard and determined in to such Persons’ relationship with one another. The Company and each holder of Rights hereby waive, to the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Actionfullest extent permitted by applicable law, any state objection which they now or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit hereafter have to personal jurisdiction or to the exclusive jurisdiction and laying of venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents suit, action or proceeding brought in any court referred to jurisdiction and venue set forth in this Section 9(h) shall 32. The Company and each holder of Rights undertake not constitute general consents to service of process commence any action subject to this Agreement in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person forum other than the parties hereto. Each party hereto agrees that service of process upon such party forum described in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement32. The parties hereto Company and each holder of Rights agree that that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such Action suit, action or proceeding brought in any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentbinding upon such Persons.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any applicable conflict of laws principles. All Actions arising out of legal action or relating Proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, shall be heard brought and determined exclusively in the Chancery Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Chancery Delaware Court of the State of Delaware Chancery declines to accept jurisdiction over any Actiona particular matter, any state or federal court within the State of Delaware) and (the “Delaware Courts”). Each of the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process being made upon it through the notice procedures set forth in Section 13, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 15, any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and to the fullest extent permitted by the applicable Law, any claim that the suit, action or Proceeding in such court is brought in an inconvenient forum, the venue of such suit, action or Proceeding is improper or this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and shall have no effect for any purpose except as provided of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this paragraph Section 15 is solely for the purposes referred to in this Section 15 and shall not be deemed to confer rights on any Person be a general submission to such courts or in the State of Delaware other than the parties hereto. Each party hereto agrees that service of process upon for such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentpurpose.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, other Loan Documents shall be governed by, and construed in accordance with, the laws law of the State of Delaware applicable New York (without giving effect to contracts executed in and its choice of law principles). The Company hereby submits to be performed entirely within that State, regardless the nonexclusive jurisdiction of the laws that might otherwise govern under United States District Court for the Southern District of New York and of any applicable conflict New York state court sitting in New York City for the purposes of laws principles. All Actions all legal proceedings arising out of or relating to this Agreement shall be heard and determined in Agreement, the Chancery Court other Loan Documents or the transactions contemplated hereby or thereby. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionproceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to Company hereby waives personal service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 11.02, and service so made shall be deemed completed on the third Business Day after such party service is deposited in the mail. Nothing herein shall affect the right of the Administrative Agent, any Bank, any affiliate of any of them and any director, officer, employee or agent of any of them to serve process in any Action other manner permitted by law or shall limit the right of the Administrative Agent, any Bank, any affiliate of any of them and any director, officer, employee or agent of any of them to bring proceedings against the Company in the courts of any other jurisdiction. Any judicial proceeding by the Company against the Administrative Agent or any Bank arising out of or relating to this Agreement Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall be effective if notice is given by overnight courier at the address set forth brought only in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing court located in, in the foregoing shall restrict any party’s rights to seek any post-judgment relief regardingcase of the Administrative Agent, or any appeal fromthe City and State of New York and, in the case of a final trial court judgmentBank, the jurisdiction in which such Bank's principal United States office is located.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transaction Documents shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the City of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of such courts process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any agrees that such Action. The consents to jurisdiction service shall constitute good and venue set forth in this Section 9(h) shall not constitute general consents to sufficient service of process in the State of Delaware and notice thereof. Nothing contained herein shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing . If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the foregoing obligations of the Company under Section 4.7, and the obligations of the Purchasers under Section 4.8, the prevailing party in such Action or Proceeding shall restrict any party’s rights to seek any postbe reimbursed by the non-judgment relief regardingprevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or any appeal from, a final trial court judgmentProceeding.

Governing Law; Submission to Jurisdiction. This Agreement THIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company and all legal the Holder hereby agree that any action, proceeding or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, claim against it arising out of of, or relating to in any way to, this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, brought and construed enforced in accordance with, the laws courts of the State of Delaware applicable Washington or of the United States of America for the Western District of Washington, and irrevocably submits to contracts executed such jurisdiction, which jurisdiction shall be exclusive. The Company and the Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum and also hereby irrevocably waive any right or claim to trial by jury in and connection with any such action, proceeding or claim. Any such process or summons to be performed entirely within that State, regardless served upon any of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard Company and determined in the Chancery Court Holder (at the option of the State of Delaware (orparty bringing such action, if the Chancery Court of the State of Delaware declines proceeding or claim)may be served by transmitting a copy thereof, by registered or certified mail,return receipt requested, postage prepaid, addressed to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier it at the address set forth in Section 9(d) of this Agreement14 hereof. The parties hereto agree that a final judgment Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment action, proceeding or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentclaim.

Governing Law; Submission to Jurisdiction. This ----------------------------------------- Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, each Warrant Certificate issued hereunder shall be governed by, and construed in accordance with, deemed to be a contract made under the laws of the State of Delaware applicable to contracts executed and for all purposes shall be construed in and to be performed entirely within that State, regardless of accordance with the laws of said State without giving effect to the rules of said State governing conflicts of laws. The Company, Sellers and the Holders hereby agree that might otherwise govern under any applicable conflict of laws principles. All Actions action, proceeding or claim against it arising out of of, or relating to in any way to, this Agreement shall be heard brought and determined enforced in the Chancery Court courts of the State of Delaware (or, if the Chancery Court or of the State United States of Delaware declines to accept jurisdiction over any Action, any state or federal court within America for the State District of Delaware) , and the parties hereto hereby irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Sellers and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum and venue also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Sellers and the Holders (at the option of the party bringing such courts action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address referred to in Section 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Sellers and the Holders agree that the prevailing party(ies) in any such Action action or proceeding shall be entitled to recover from the other party(ies) all of its(their) reasonable legal costs and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or expenses relating to this Agreement shall be effective if notice is given by overnight courier at such action or proceeding and/or incurred in connection with the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentpreparation therefor.

Governing Law; Submission to Jurisdiction. This Agreement Fourth Supplemental Indenture and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Notes shall be governed by, and construed in accordance with, the laws of the State of Delaware New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to contracts executed the jurisdiction of any Federal or State court located in and to be performed entirely within that Statethe Borough of Manhattan in The City of New York, regardless of the laws that might otherwise govern under New York in any applicable conflict of laws principles. All Actions suit, action or proceeding based on or arising out of or relating to this Agreement shall be heard Indenture or any Notes and determined irrevocably agrees that all claims in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue respect of such courts suit or proceeding may be determined in any such Action and court. The Company irrevocably waive the defense of an inconvenient forum or lack of jurisdiction waives, to the maintenance fullest extent permitted by law, any objection which it may have to the laying of the venue of any such Actionsuit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto Company agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and suit, action or proceeding brought in such a court may be enforced in other jurisdictions the courts of any jurisdiction to which the Company is subject by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law. The Company hereby appoints CT Corporation System, with offices on the judgment or date hereof at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any other manner provided by applicable law; provided suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein that nothing may be instituted in any State or U.S. federal court in the foregoing Borough of Manhattan in The City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall restrict any party’s rights to seek any post-judgment relief regardingbe deemed, or any appeal fromin every respect, a final trial court judgmenteffective service of process upon the Company.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transaction Documents shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the City of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of such courts process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any agrees that such Action. The consents to jurisdiction service shall constitute good and venue set forth in this Section 9(h) shall not constitute general consents to sufficient service of process in the State of Delaware and notice thereof. Nothing contained herein shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing . If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the foregoing obligations of the Company under Section 4.7, , the prevailing party in such Action or Proceeding shall restrict any party’s rights to seek any postbe reimbursed by the non-judgment relief regardingprevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or any appeal from, a final trial court judgmentProceeding.

Governing Law; Submission to Jurisdiction. This Agreement Limited Guarantee, including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all legal actions or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceedings arising out of or relating to this Agreement or the negotiationLimited Guarantee, execution or performance of this Agreementany nature whatsoever, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict principles of conflicts of laws principlesthereof. All Actions Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Limited Guarantee may be brought against any of or relating to this Agreement shall be heard and determined the parties in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, or if such courts shall not have jurisdiction, any state court of the State of Delaware (orDelaware, if the Chancery Court and each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts) in any such Action and irrevocably waive the defense of an inconvenient forum action or lack of jurisdiction proceeding. Process in any action or proceeding referred to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not preceding sentence may be deemed to confer rights served on any Person other than party anywhere in the parties heretoworld. Each party hereto agrees that service of process upon such party (a) it will not attempt to deny or defeat personal jurisdiction or venue in any Action arising out of such court by motion or otherwise, and (b) it will not bring any action relating to this Agreement shall be effective if notice is given Limited Guarantee or any of the transactions contemplated by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment Limited Guarantee in any court other than any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentcourt.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims, disputes, controversies or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort tort, equity or otherwise) that may be based upon, arising arise out of or relating relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy 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, ) shall be governed by, by and construed in accordance withwith the internal Laws of the State of Delaware, the laws without regard to any choice or conflict of law provision or rule (whether of the State of Delaware applicable to contracts executed in and to be performed entirely within or any other jurisdiction) that State, regardless would cause the application of the laws Laws of any jurisdiction other than the State of Delaware. Each of Viking and SpinCo, on behalf of itself and the members of its Group agrees that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating Action (as such term is defined in the Separation and Distribution Agreement) related to this Agreement shall be heard and determined brought exclusively in the Court of Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept under applicable Law, exclusive jurisdiction over any Actionsuch matter is vested in the federal courts, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties irrevocably: (a) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any purpose except as provided Action contemplated by this Section 16.03; (b) waives any objections which such Party may now or hereafter have to the laying of venue of any Action contemplated by this Section 16.03 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (c) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (d) agrees that it will not bring any Action contemplated by this paragraph and shall not be deemed to confer rights on Section 16.03 in any Person court other than the parties hereto. Each party hereto Chosen Courts; (e) agrees that service of process upon all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 16.03 or in any other manner permitted by Law; and (f) agrees that service as provided in the preceding clause (e) is sufficient to confer personal jurisdiction over such party in any Action arising out the Action, and otherwise constitutes effective and binding service in every respect. Each of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree Parties agrees that a final judgment in any such Action shall be conclusive and in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in Law, and each Party further agrees to the foregoing shall restrict non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court such judgment.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, the Notes, and all legal the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and revolving tri-party accounts), shall not apply to this Agreement, the Notes, or administrative proceedingsthe transactions contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the amount of interest payable for its account, suitssuch Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect. Each Letter of Credit shall be governed by either the Uniform Customs and Practice for Documentary Credits (2007 Revision), investigationsInternational Chamber of Commerce Publication No. 600, arbitrations or actions the International Standby Practices (“Actions”) ISP98), International Chamber of Commerce Publication No. 590 (whether at lawand any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender). The Borrower hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Houston, Texas in equity, in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed byother Loan Documents, and construed the Borrower hereby irrevocably agrees that all claims in accordance with, the laws respect of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of such action or relating to this Agreement shall proceeding may be heard and determined in such court. The Borrower hereby unconditionally and irrevocably waives, to the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Actionfullest extent it may effectively do so, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit right it may have to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of such action or proceeding. The Borrower hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such Action. The consents action or proceeding may be made by mailing or delivering a copy of such process to jurisdiction and venue such Borrower at its address set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree Borrower agrees that a final judgment in any such Action 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 applicable law; provided that nothing . Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against the Borrower or its Property in the foregoing shall restrict courts of any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.other jurisdiction. 100

Governing Law; Submission to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the Parties, the transactions leading to this Agreement or contemplated hereby and/or the interpretation and/or enforcement of the respective rights and duties of the Parties hereunder or related in any way to the foregoing shall be governed in all legal respects, including as to validity, interpretation and effect, by the laws of the State of New York, without giving effect to any principles or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) rules of conflict of laws (whether at lawof the State of New York or any other jurisdiction), to the extent such principles would permit or require the application of the laws of another jurisdiction. Each of the Parties submits to the exclusive jurisdiction of the Courts of the State of New York and the appellate courts having jurisdiction of appeals in equity, such court in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement (whether in contract or in tort or otherwise), agrees that all claims in respect of such action or proceeding may be heard and determined in such courts, submits to the negotiation, execution personal jurisdiction in such courts and agrees not to bring any such action or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions proceeding arising out of or relating to this Agreement shall be heard and determined in the Chancery Court any other court. Each of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over Parties waives any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction action or proceeding so brought and venue set forth in this Section 9(h) shall not constitute general consents to service waives any bond, surety or other security that might be required of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties heretoparty with respect thereto. Each party hereto Party agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final final, non-appealable judgment in any such Action action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law and irrevocably agrees to be bound by any such final judgment from which no appeal may be taken or is available in connection with this Agreement. Nothing in this Section 2.07, however, shall affect the right of any party to serve legal process in any other manner permitted by law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and all legal construed in accordance with the Delaware Act and internal laws and decisions of the State of Delaware without giving effect to any choice or administrative proceedings, suits, investigations, arbitrations conflict of law provision or actions (“Actions”) rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at lawall times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder.‌ Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in equityWilmington, Delaware in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement or any of the negotiation, execution or performance of transactions contemplated by this Agreement, ; (b) agrees that all claims in respect of such action or proceeding shall be governed by, heard and construed determined only in accordance with, the laws of the State of Delaware applicable any such court; (c) agrees that it shall not attempt to contracts executed in deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to be performed entirely within that State, regardless of the laws that might otherwise govern under bring any applicable conflict of laws principles. All Actions action or proceeding arising out of or relating to this Agreement shall be heard and determined in the Chancery Court or any of the State of Delaware (or, if the Chancery Court transaction contemplated by this Agreement in any other court. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) Company and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in Participants waives any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionaction or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The consents Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of the process to jurisdiction the party to be served at the address and venue set forth in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 9(h) 12.2, however, shall not constitute general consents to service affect the right of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of to serve legal process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, each other Loan Document shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed New York. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to be performed entirely within the extent applicable), and other applicable law. Each Co-Borrower irrevocably and unconditionally agrees that Stateit will not commence any action, regardless litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the laws that might otherwise govern under Administrative Agent, any applicable conflict Bank, any Issuing Bank, any of laws principles. All Actions arising out their respective affiliates or any of or their respective directors, officers, agents and employees in any way relating to this Agreement shall or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in the Chancery Court of the such New York State of Delaware (court or, if to the Chancery Court fullest extent permitted by FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 89 3ACTIVE 221393034 applicable law, in such federal court. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided . Nothing in this Agreement or in any other Loan Document shall affect any right that nothing the Administrative Agent, any Bank or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against either Co-Borrower or its properties in the foregoing shall restrict courts of any party’s rights jurisdiction. Each Co-Borrower irrevocably waives, to seek the fullest extent permitted by law, any post-judgment relief regarding, objection which it may now or hereafter have to the laying of the venue of any appeal from, such proceeding brought in such a final trial court judgmentand any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Guaranty shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware applicable New York. The parties hereto acknowledge that this Guaranty was negotiated with the assistance of counsel and, accordingly, such laws shall be applied without reference to contracts executed in and to be performed entirely within that State, regardless any rules of construction regarding the laws that might otherwise govern under draftsman hereof. The Bank may enforce any applicable conflict of laws principles. All Actions claim arising out of or relating to this Agreement shall be heard and determined the Guaranty in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) having subject matter jurisdiction and located in Utah, and the parties hereto Guarantor hereby irrevocably submit submits to the exclusive jurisdiction and venue of such courts in any such Action and courts. The Guarantor irrevocably waive the defense of an inconvenient forum or lack of jurisdiction consents to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the State of Delaware Guarantor and agrees that such service, to the fullest extent permitted by law (a) shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that in every respect effective service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment it in any such Action suit, action or proceeding, and (b) shall be conclusive taken and may held to be enforced in other jurisdictions by suit on valid personal service upon personal delivery to it. Nothing herein contained shall affect the judgment or right of the Bank to serve process in any other manner provided permitted by applicable law or preclude the Bank from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law; provided , any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any court located in Utah and any claim that nothing any such suit, action or proceeding brought in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such a final trial court judgmenthas been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort contract or otherwisetort) that may be based upon, arising arise out of or relating relate to this Agreement or the negotiation, execution or performance of 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), shall will be governed by, and construed in accordance with, with and governed by the laws Laws of the State of Delaware applicable without regard to contracts executed in and to be performed entirely within that State, regardless principles of the laws that might otherwise govern under conflicts of laws. Any action against any applicable conflict of laws principles. All Actions arising out of or party relating to this Agreement the foregoing shall be heard brought and determined exclusively in the Court of Chancery Court of the State of Delaware (or, or if the Court of Chancery Court of the State of Delaware declines to accept jurisdiction over any Actionaction, any federal or state or federal court of competent jurisdiction located within the State of Delaware) ), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and court over any such action. The parties hereby irrevocably waive waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of an inconvenient forum or lack of jurisdiction to for the maintenance of any such Actiondispute. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service Each of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. Each of the parties hereto consents to process being served in any such action by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall, to the fullest extent permitted by Law, constitute good and sufficient service of process and notice thereof; provided provided, however, that nothing in the foregoing shall restrict affect or limit any party’s rights right to seek serve process in any post-judgment relief regarding, or any appeal from, a final trial court judgmentother manner permitted by Law.

Governing Law; Submission to Jurisdiction. This Agreement and all legal SELECTION OF FORUM; WAIVER OF TRIAL BY JURY. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring any action or administrative proceedingsproceeding in respect of any claim 11 K&E 18010801.24 arising out of or related to this Agreement, suits, investigations, arbitrations or actions (“Actions”) (whether at to the extent permitted by law, in equityeither the United States District Court for the Southern District of New York (the “Chosen Court”), and solely in contractconnection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Court; and (c) waives any objection that the Chosen Court are an inconvenient forum or do not have jurisdiction over any Party hereto; provided, however, that, following the Petition Date, then the Bankruptcy Court shall be the sole Chosen Court. Each Party hereto irrevocably waives any and all right to trial by jury in tort or otherwise) based upon, any legal proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmenttransactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the negotiation, execution or performance subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, with the exception of the Deed of Transfer, the Notary Letter and any ancillary documentation, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable to contracts executed in made and to be performed entirely within that State, regardless in such state (without giving effect to the conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw provisions thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State of Delaware and shall have no effect for over any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action action arising out of or relating to in connection with this Agreement shall be effective if notice or any of the transactions contemplated hereby or related to any matter which is given by overnight courier at the address set forth in Section 9(d) subject of this AgreementAgreement and each party hereto hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such courts. The parties hereto agree hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 13.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without regard to the Laws that might otherwise govern under applicable principles of conflicts of law. To the fullest extent permitted by applicable Laws, each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware applicable or, to contracts executed in and to be performed entirely within the extent that State, regardless the Court of Chancery of the laws State of Delaware is found to lack jurisdiction, then the Superior Court of the State of Delaware or, to the extent that might otherwise govern under both of the aforesaid courts are found to lack jurisdiction, then the United States District Court of the District of Delaware (collectively with any applicable conflict of laws principles. All Actions appellate courts thereof, the “Courts”), in any legal actions directly or indirectly arising out of or relating to this Agreement, any document or certificate contemplated by this Agreement shall or thereby or to interpret, apply or enforce this Agreement, any document or certificate contemplated by this Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such legal actions except in the Courts, (b) agrees that any claim in respect of any such legal actions may be heard and determined in the Chancery Court of the State of Delaware Courts, (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over c) waives any Action, any state objection which it may now or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit hereafter have to the exclusive jurisdiction and laying of venue of such courts in any such Action legal actions in the Courts and irrevocably waive (d) waives the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process legal actions in the State Courts. To the fullest extent permitted by applicable Laws, each of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree agrees that a final judgment in any such Action legal actions shall be conclusive and may be enforced in other jurisdictions by suit legal actions on the judgment or in any other manner provided by applicable law; provided that nothing Law. Each of the parties irrevocably consents to service of process in the foregoing shall restrict manner provided for notices in Section 4.02 or in any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentother manner permitted by applicable Laws.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all legal actions or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceedings arising out of or relating to this Agreement or the negotiationAgreement, execution or performance of this Agreementany nature whatsoever, shall be governed by, and construed in accordance with, with and governed by the domestic substantive laws of the State of Delaware applicable New York without giving effect to contracts executed in and to be performed entirely within that State, regardless any choice of the laws law or conflicts of law provision or rule that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in cause the Chancery Court application of the State domestic substantive laws of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the other jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum State or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process Federal Court sitting in the State Borough of Delaware and shall have no effect for Manhattan in the City of New York in connection with any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably waives, and agrees not to assert, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute or that this Agreement may not be enforced by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be effective if notice is given by overnight courier at the address set forth heard and determined in Section 9(d) of this Agreementsuch courts. The parties hereto agree that a final judgment in hereby consent to and grant any such Action shall be conclusive and may be enforced in other jurisdictions by suit on court jurisdiction over the judgment or in any other manner provided person of such parties and, to the extent permitted by applicable law; provided , over the subject matter of such dispute and agree that nothing the mailing of process or other papers in the foregoing connection with any such action or proceeding in any manner permitted by applicable law shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentbe valid and sufficient service thereof.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to the laws of any other jurisdiction that might be performed entirely within that State, regardless applied because of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesprinciples of the State of Delaware. All Actions Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be heard brought and determined in the Court of Chancery Court of the State of Delaware (orDelaware, provided that if jurisdiction is not then available in the Court of Chancery Court of the State of Delaware declines to accept jurisdiction over Delaware, then any Action, such legal action or proceeding may be brought in any state or federal court within located in the State of Delaware) and . Each of the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the aforesaid courts for itself and venue of such courts in with respect to its property, generally and unconditionally, with regard to any such Action and irrevocably waive the defense of an inconvenient forum action or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall be effective if notice constitute sufficient service of process and the parties further waive any argument that such service is given insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by overnight courier at way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the address set forth transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Section 9(dDelaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of this Agreement. The parties hereto agree any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that a final judgment (i) the suit, action or proceeding in any such Action shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and all legal construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or administrative proceedings, suits, investigations, arbitrations conflict of law provision or actions (“Actions”) rule (whether at lawof the State of Delaware or any other jurisdiction). Each of the Parties irrevocably agrees that any legal action or proceeding, arising out of or relating to this Agreement, brought by any other Party or its, his or her successors or assigns will be brought and determined in the Court of Chancery in the State of Delaware or the courts of the United States of America for the District of Delaware, and the appellate courts of either of the foregoing, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its, his or her property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the Parties further agrees that notice as provided herein will constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in equity, in contract, in tort any action or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated hereby, any claim that (i) it, he, or she is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) it or its, his or her property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or performance otherwise), or (iii) (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, shall be governed byor the subject matter hereof, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall may not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. (a) . This Agreement shall be governed by and construed in accordance with the laws of the State of New York; provided that as to Collateral located in any jurisdiction other than the State of New York, the Collateral Agent, on behalf of Purchaser, shall have all legal of the rights to which a secured party is entitled under the laws of such other jurisdiction. No claim, counterclaim or administrative proceedings, suits, investigations, arbitrations dispute of any kind or actions nature whatsoever arising out of or in any way relating to this Agreement (“ActionsClaim”) may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, or in the courts of the domicile of each of the parties hereto, in respect of actions brought against any such party as a defendant, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the parties hereto consents and irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and personal service with respect thereto. Each of the parties hereto hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Collateral Agent or any indemnified party. Each of the parties hereto (each on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) irrevocably and unconditionally waives, to the extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any such Claim, (ii) all right to trial by jury in any action, proceeding or counterclaim (whether at law, in equity, in based upon contract, in tort or otherwise) based upon, in any way arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall (iii) any other jurisdiction to which it may otherwise be governed byentitled and (iv) any right to which it may be entitled, and construed in accordance with, the laws on account of place of residence or domicile. Each of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon such party and may be enforced in any other jurisdictions courts to the jurisdiction of which such party is or may be subject, by suit upon such judgment. Pledgor hereby appoints, and further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect until the termination of this Agreement from the date hereof, without power of revocation, CT Corporation System as its agent to accept and acknowledge on the judgment or its behalf service of any and all process that may be served in any other manner provided by applicable law; provided action, proceeding or counterclaim in any way relating to or arising out of this Agreement (the “Process Agent”). In the event that nothing in CT Corporation System has ceased to serve as Process Agent, Pledgor agrees to notify the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, Collateral Agent and Purchaser of a final trial court judgmentsuccessor Process Agent within ten (10) Business Days.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, all acts and transactions pursuant hereto and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out obligations of or relating to this Agreement or the negotiation, execution or performance of this Agreement, parties hereto shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable without reference to contracts executed in and such state’s principles of conflicts of law that would refer a matter to be performed entirely within that Statea different jurisdiction. Subject to Section 8.13, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any such Action and irrevocably waive other court of the defense State of an inconvenient forum Delaware or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process Federal court sitting in the State of Delaware Delaware) solely in respect of the enforcement of the provisions of this Agreement and shall have no effect for any purpose except as provided of the documents referred to in this paragraph Agreement, and shall hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be deemed to confer rights on brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any Person other than such document may not be enforced in or by such courts, and the parties hereto. Each party hereto agrees irrevocably agree that service of process upon all claims with respect to such party in any Action arising out of action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth heard and determined in Section 9(d) of this Agreementsuch a Delaware State or Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that a final judgment mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 8.11 or in such other manner as may be permitted by Applicable Law, shall be conclusive valid and may be enforced sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regardingNew Castle County, or any appeal from, a final trial court judgmentDelaware.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that StateDelaware, regardless of the laws that might otherwise govern under any applicable conflict conflicts of laws law principles. All Actions arising out Each of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) Acquiror and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto Stockholder agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any action or proceeding in such Action courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing Law. Each of the parties hereto (a) consents to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the foregoing shall restrict State of Delaware (the “Chosen Courts”), with respect to any party’s rights dispute arising out of, relating to seek any post-judgment relief regarding, or in connection with this Agreement or any appeal fromof the actions contemplated hereby, a final trial (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, and (c) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any actions contemplated by this Agreement in any court judgmentother than any such Chosen Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any claim, action, suit, litigation, arbitration, proceeding or other action (“Legal Proceeding”) arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such Chosen Court that any such Legal Proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Each of the Parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.04 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the actions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement All questions concerning the construction, validity, enforcement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out interpretation of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Transaction Documents shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware applicable New York, without regard to contracts executed in the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and to be performed entirely within that State, regardless defense of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be heard and determined commenced exclusively in the Chancery Court state and federal courts sitting in the City of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of such courts process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any agrees that such Action. The consents to jurisdiction service shall constitute good and venue set forth in this Section 9(h) shall not constitute general consents to sufficient service of process in the State of Delaware and notice thereof. Nothing contained herein shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party limit in any Action arising out of or relating way any right to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or serve process in any other manner provided permitted by applicable law; provided that nothing . If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such Action or Proceeding shall be reimbursed by the foregoing shall restrict any party’s rights to seek any postnon-judgment relief regardingprevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or any appeal from, a final trial court judgmentProceeding.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, each other Loan Document shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed New York. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to be performed entirely within that Statethe extent applicable), regardless and other applicable law. Each of the laws parties hereto irrevocably and unconditionally agrees that might otherwise govern under it will not commence any applicable conflict action, litigation or proceeding of laws principles. All Actions arising out any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto, any of their respective affiliates or any of their respective directors, officers, agents and employees in any way relating to this Agreement shall or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in the Chancery Court of the such New York State of Delaware (court or, if to the Chancery Court fullest extent permitted by applicable law, in such federal court. Each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in . Each of the foregoing shall restrict parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any party’s rights objection which it may now or hereafter have to seek the laying of the venue of any post-judgment relief regarding, such proceeding arising out of or relating to this Agreement or any appeal fromother Loan Document in any court referred to above. Each of the parties hereto hereby irrevocably waives, a final trial court judgmentto the fullest extent permitted by law, the defense of an inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the negotiation, execution or performance subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable to contracts executed in made and to be performed entirely within that State, regardless in such state (without giving effect to the conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw provisions thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State of Delaware and shall have no effect for over any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action action arising out of or relating to in connection with this Agreement shall be effective if notice or any of the transactions contemplated hereby or related to any matter which is given by overnight courier at the address set forth in Section 9(d) subject of this AgreementAgreement and each party hereto hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such courts. The parties hereto agree hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 9.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement Limited Guarantee and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, claims and defenses arising out of or relating to this Agreement Limited Guarantee or the negotiationbreach, execution termination or performance validity of this AgreementLimited Guarantee, shall in all respects be governed by, and construed in accordance with, the laws Laws of the State of Delaware applicable New York without giving effect to contracts executed in and to be performed entirely within any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that State, regardless would cause the application of the laws that might otherwise govern under of any applicable conflict jurisdiction other than the State of laws principlesNew York. All Actions The parties hereto hereby (a) submit for itself and its property to the exclusive jurisdiction of any state court sitting in New York City or any federal court sitting in the Southern District of New York for the purpose of any action arising out of or relating to this Agreement letter agreement brought by any party hereto; (b) consents that any such action may and shall be heard brought in such courts and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over waives any Action, any state objection that it may now or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit hereafter have to the exclusive venue or jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of action in such court or that such court is an inconvenient forum for the action and agrees not to assert, plead or lack claim the same; (c) agrees that the final judgment of such court shall be enforceable in any court having jurisdiction over the relevant party or any of its assets; (d) irrevocably waives any right to the maintenance of remove any such Action. The consents to jurisdiction and venue set forth action from the state court sitting in this Section 9(h) shall not constitute general consents to service of process New York City or any federal court sitting in the State Southern District of Delaware and shall have no effect for New York to any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto court; (e) agrees that service of process upon in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) 7 of this Agreement. The parties hereto agree Limited Guarantee); and (f) agrees that a final judgment nothing in any such Action this Limited Guarantee shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or right to effect service of process in any other manner provided permitted by the applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentrules of procedure.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims, disputes, controversies or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort tort, equity or otherwise) that may be based upon, arising arise out of or relating relate to this Agreement (including any schedule hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy 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, ) shall be governed by, by and construed in accordance withwith the Laws of the State of Delaware, the laws without regard to any choice or conflict of law provision or rule (whether of the State of Delaware applicable to contracts executed in and to be performed entirely within or any other jurisdiction) that State, regardless would cause the application of the laws Laws of any jurisdiction other than the State of Delaware. Each of the Company and SpinCo, on behalf of itself and the members of its Group agrees that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating Action related to this Agreement shall be heard and determined brought exclusively in the Chancery Court federal or state courts located in the state of Delaware. By executing and delivering this Agreement, each of the State of Delaware Parties irrevocably: (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) accepts generally and the parties hereto hereby irrevocably submit unconditionally submits to the exclusive jurisdiction and of the Chosen Courts for any Action contemplated by this Section 6.10; (b) waives any objections which such Party may now or hereafter have to the laying of venue of such courts in any Action contemplated by this Section 6.10 and hereby further irrevocably waives and agrees not to plead or claim that any such Action and irrevocably waive the defense of has been brought in an inconvenient forum forum; (c) agrees that it will not attempt to deny or lack defeat the personal jurisdiction of jurisdiction to the maintenance of Chosen Courts by motion or other request for leave from any such Action. The consents to jurisdiction and venue set forth in court; (d) agrees that it will not bring any Action contemplated by this Section 9(h) shall not constitute general consents to service of process 6.10 in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person court other than the parties hereto. Each party hereto Chosen Courts; (e) agrees that service of process upon such party all process, including the summons and complaint, in any Action arising out may be made by registered or certified mail, return receipt requested, to such Party at their respective addresses provided in accordance with Section 6.2 or in any other manner permitted by Law; and (f) agrees that service as provided in the preceding clause (e) is sufficient to confer personal jurisdiction over such Party in the Action, and otherwise constitutes effective and binding service in every respect. Each of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree Parties agrees that a final judgment in any such Action shall be conclusive and in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in Law, and each Party further agrees to the foregoing shall restrict non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court such judgment.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to the laws of any other jurisdiction that might be performed entirely within that State, regardless applied because of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesprinciples of the State of Delaware. All Actions Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be heard brought and determined in the Court of Chancery of the State of Delaware, (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware (oror the United States District Court for the District of Delaware), if the Chancery Court and each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the aforesaid courts for itself and venue of such courts in with respect to its property, generally and unconditionally, with regard to any such Action and irrevocably waive the defense of an inconvenient forum action or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall be effective if notice constitute sufficient service of process and the parties further waive any argument that such service is given insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by overnight courier at way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the address set forth transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Section 9(dDelaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of this Agreement. The parties hereto agree any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that a final judgment (i) the suit, action or proceeding in any such Action shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all legal purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the state of Colorado applicable to contracts made and to be performed entirely within such state, without regard to the principles or administrative proceedingsrules concerning conflicts of laws which might otherwise require application of the substantive laws of another jurisdiction. The Company and each holder of Rights hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, suitsor, investigationsif such court shall lack subject matter jurisdiction, arbitrations the United States District Court for the District of Delaware, over any suit, action or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceeding arising out of or relating to this Agreement or Agreement. The Company and each holder of Rights acknowledge that the negotiation, execution or performance of forum designated by this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating Section 32 has a reasonable relation to this Agreement shall be heard and determined in to such Persons’ relationship with one another. The Company and each holder of Rights hereby waive, to the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Actionfullest extent permitted by applicable law, any state objection which they now or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit hereafter have to personal jurisdiction or to the exclusive jurisdiction and laying of venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents suit, action or proceeding brought in any court referred to jurisdiction and venue set forth in this Section 9(h) shall 32. The Company and each holder of Rights undertake not constitute general consents to service of process commence any action subject to this Agreement in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person forum other than the parties hereto. Each party hereto agrees that service of process upon such party forum described in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement32. The parties hereto Company and each holder of Rights agree that that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such Action suit, action or proceeding brought in any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentbinding upon such Persons.

Governing Law; Submission to Jurisdiction. This Agreement Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Company and the Holder hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the courts located in The City of New York, County of New York, and State of New York (each, a “New York Court”), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Holder hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company or Holder may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at their respective addresses set forth in Section 8.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or Holder in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmenttransactions contemplated hereby.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware applicable without giving effect to contracts executed in and to be performed entirely within that State, regardless any choice or conflict of law provision or rule (whether of the laws State of Delaware or any other jurisdiction) that might otherwise govern under would cause the application of Laws of any applicable conflict jurisdiction other than those of laws principlesthe State of Delaware. All Actions Any legal suit, action or proceeding arising out of or relating to based upon this Agreement shall or the transactions contemplated hereby may only be heard and determined instituted in the federal courts of the United States of America located in the State of Delaware or the Courts of Chancery Court of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Chancery Superior Court of the State of Delaware declines to accept Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any Action, any state or federal court within case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware) and the parties hereto hereby . Each party irrevocably submit submits to the exclusive jurisdiction and venue of such courts in any such Action suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive the defense of an inconvenient forum and agree not to plead or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment claim in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment court that any such suit, action or proceeding brought in any other manner provided by applicable law; provided that nothing such court has been brought in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentan inconvenient forum.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with any matter which is the negotiation, execution or performance subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable (without giving effect to contracts executed in and to be performed entirely within that State, regardless of the conflicts-of-laws that might otherwise govern under any applicable conflict of laws principlesprovisions thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in over any Action arising out of or relating to in connection with this Agreement shall be effective if notice or any of the transactions contemplated hereby or related to any matter which is given by overnight courier at the address set forth in Section 9(d) subject of this AgreementAgreement and each party hereto hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such courts. The parties hereto agree hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such Action brought in such court or any claim that such Action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any Action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 17.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any party’s Action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and to the laws of any other jurisdiction that might be performed entirely within that State, regardless applied because of the laws that might otherwise govern under any applicable conflict conflicts of laws principlesprinciples of the State of New York (other than section 5 1401 of the New York General Obligations Law). All Actions Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be heard brought and determined in any New York State or federal court sitting in the Chancery Court Borough of the State Manhattan in The City of Delaware New York (or, if the Chancery Court such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the aforesaid courts for itself and venue of such courts in with respect to its property, generally and unconditionally, with regard to any such Action and irrevocably waive the defense of an inconvenient forum action or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall be effective if notice constitute sufficient service of process and the parties further waive any argument that such service is given insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by overnight courier at way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the address set forth transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Section 9(dNew York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of this Agreement. The parties hereto agree any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that a final judgment (i) the suit, action or proceeding in any such Action shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement Fifth Supplemental Indenture and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, Notes shall be governed by, and construed in accordance with, the laws of the State of Delaware New York. To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to contracts executed the jurisdiction of any Federal or State court located in and to be performed entirely within that Statethe Borough of Manhattan in The City of New York, regardless of the laws that might otherwise govern under New York in any applicable conflict of laws principles. All Actions suit, action or proceeding based on or arising out of or relating to this Agreement shall be heard Indenture or any Notes and determined irrevocably agrees that all claims in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue respect of such courts suit or proceeding may be determined in any such Action and court. The Company irrevocably waive the defense of an inconvenient forum or lack of jurisdiction waives, to the maintenance fullest extent permitted by law, any objection which it may have to the laying of the venue of any such Actionsuit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto Company agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and suit, action or proceeding brought in such a court may be enforced in other jurisdictions the courts of any jurisdiction to which the Company is subject by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law. The Company hereby appoints CT Corporation, with offices on the judgment or date hereof at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any other manner provided by applicable law; provided suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein that nothing may be instituted in any State or U.S. federal court in the foregoing Borough of Manhattan in The City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall restrict any party’s rights to seek any post-judgment relief regardingbe deemed, or any appeal fromin every respect, a final trial court judgmenteffective service of process upon the Company.

Governing Law; Submission to Jurisdiction. This Agreement The rights and duties of the Company and the Collateral Agent (including matters relating to the Maximum Permissible Rate) shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the law of the State of New York. The Company hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceedings arising out of or relating to this Agreement Agreement, the other Security Documents or the negotiationtransactions contemplated hereby or thereby. The Company irrevocably waives, execution to the fullest extent permitted by law, any objection which it may now or performance hereafter have to the laying of this Agreementthe venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, and service so made shall be governed by, and construed deemed completed on the third Business Day after such service is deposited in accordance with, the laws mail. Nothing herein shall affect the right of the State Collateral Agent, any Bank, any affiliate of Delaware applicable any of them and any director, officer, employee or agent of any of them to contracts executed serve process in and to be performed entirely within that State, regardless any other manner permitted by law or shall limit the right of the laws that might otherwise govern under Collateral Agent, any applicable conflict Bank, any affiliate of laws principlesany of them and any director, officer, employee or agent of any of them to bring proceedings against the Company in the courts of any other jurisdiction. All Actions Any judicial proceeding by the Company against the Collateral Agent or any Bank arising out of or relating to this Agreement Agreement, the other Security Documents or the transactions contemplated hereby or thereby shall be heard and determined brought only in a court located in, in the Chancery Court case of the Collateral Agent, the City and State of Delaware (orNew York and, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State case of Delaware and shall have no effect for any purpose except as provided a Bank, the jurisdiction in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon which such party in any Action arising out of or relating to this Agreement shall be effective if notice Bank's principal United States office is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentlocated."

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the negotiation, execution or performance subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable to contracts executed in made and to be performed entirely within that State, regardless in such state (without giving effect to the conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw provisions thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State of Delaware and shall have no effect for over any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action action arising out of or relating to in connection with this Agreement shall be effective if notice or any of the transactions contemplated hereby or related to any matter which is given by overnight courier at the address set forth in Section 9(d) subject of this AgreementAgreement and each party hereto hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such courts. The parties hereto agree hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 15.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement shall be deemed to be made in and in all legal or administrative proceedingsrespects shall be interpreted, suitsconstrued and governed by and in accordance with the Laws of the State of Delaware (including with respect to any claim for damages pursuant to this Agreement, investigationswhich calculation of damages will be determined in all respects in accordance with Laws of the State of Delaware) without regard to the conflicts of law principles thereof; provided that, arbitrations or actions for the avoidance of doubt, the provisions respecting the consummation, effect and consequences of the Merger under the FBCA shall be interpreted, construed and governed by and in accordance with the FBCA. Each of the parties hereto irrevocably (“Actions”i) (whether at law, in equity, in contract, in tort or otherwise) based uponagrees that any Legal Action with respect to, arising out of or relating to this Agreement, the Merger and the rights and obligations arising hereunder, or for recognition, interpretation and enforcement of any provisions of this Agreement shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, and irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, (ii) agrees not to bring or support or permit any of its Related Parties to bring or support any Legal Action of any kind in any forum other than the negotiationCourt of Chancery of the State of Delaware, execution or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, and (iii) agrees that mailing of process or performance other papers in connection with any such Legal Action in the manner provided in Section 8.06 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. 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 personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement, the Merger or any other transaction contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Legal Action with respect to this Agreement, the Merger and the rights and obligations arising thereunder or hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, the Merger and the rights and obligations arising thereunder or hereunder: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.04; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action, or proceeding is improper, or (z) this Agreement, the Merger or the subject matter thereof or hereof, may not be enforced in or by such courts. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto, on behalf of themselves, their respective Subsidiaries and each of their respective Affiliates agrees (A) 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 Debt Financing Parties 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 Commitment Letter or the Financing 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, (B) that except as specifically set forth in the documents relating to the Financing, any such action shall be governed by, and construed in accordance with, by the laws of the State of Delaware applicable New York (without giving effect to contracts executed any conflicts of law principles that would result in and to be performed entirely within that State, regardless the application of the laws that might of another state), except as otherwise govern under any provided in the Commitment Letter or other applicable conflict of laws principles. All Actions arising out of or definitive document relating to this Agreement shall be heard the Financing, and determined in (C) that the Chancery Court provisions of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit Section 8.05 relating to the exclusive jurisdiction and venue waiver of such courts in jury trial shall apply to any such Action and irrevocably waive the defense action, cause of an inconvenient forum action, claim, cross-claim or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each third-party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentclaim.

Governing Law; Submission to Jurisdiction. This Agreement, and all matters arising out of or relating to this Agreement and all legal or administrative proceedingsany of the transactions contemplated hereby, suitsincluding, investigationswithout limitation, arbitrations or actions the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of The Commonwealth of Massachusetts applicable to contracts made and to be performed entirely in such Commonwealth (“Actions”) (whether at lawwithout giving effect to the conflicts of laws provisions thereof); provided, however, that the Merger shall be governed by the DGCL. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any court of competent civil jurisdiction sitting in equity, in contract, in tort or otherwise) based upon, The Commonwealth of Massachusetts over any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws any of the State transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall such action may be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the such courts. The parties hereto hereby irrevocably submit waive any objection which they may now or hereafter have to the exclusive jurisdiction and laying of venue of such courts action brought in such court or any claim that such Action and irrevocably waive the defense of action brought in such court has been brought in an inconvenient forum or lack forum. Each of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 11.3 and consents to the exercise of jurisdiction of the courts of The Commonwealth of Massachusetts over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort tort, equity or otherwise) that may be based upon, arising arise out of or relating relate to this Agreement or the negotiation, execution or performance of 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), shall will be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable without regard to contracts executed principles of conflicts of laws. Each of the Parties agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the Parties hereto in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (a) to be performed entirely within that State, regardless subject to the jurisdiction of the laws courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) that might otherwise govern under service of process may, to the fullest extent permitted by law, be made on such Party by prepaid certified mail in accordance with Section 8.05 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to this clause (b) shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such Party personally within the State of Delaware. Any action against any applicable conflict of laws principles. All Actions arising out of or Party relating to this Agreement the foregoing shall be heard and determined brought exclusively in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any action, in the Superior Court of the State of Delaware (Complex Commercial Division) or, if the Chancery Court subject matter jurisdiction over the action is vested exclusively in the federal courts of the State United States of Delaware declines America, in the United States District Court for the District of Delaware), and any appellate courts of any thereof. The Parties hereby irrevocably waive, to accept jurisdiction over any Actionthe fullest extent permitted by applicable Law, any state objection which they may now or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit hereafter have to the exclusive jurisdiction and laying of venue of such courts in any such Action and irrevocably waive the dispute brought in such court or any defense of an inconvenient forum or lack of jurisdiction to for the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties heretodispute. Each party of the Parties hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentLaw.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal claims, disputes, controversies or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equity, in contract, in tort tort, equity or otherwise) that may be based upon, arising arise out of or relating relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy 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, ) shall be governed by, by and construed in accordance withwith the internal Laws of the State of Delaware, the laws without regard to any choice or conflict of law provision or rule (whether of the State of Delaware applicable to contracts executed in and to be performed entirely within or any other jurisdiction) that State, regardless would cause the application of the laws Laws of any jurisdiction other than the State of Delaware. Each of Viking and SpinCo, on behalf of itself and the members of its Group agrees that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating Action (as such term is defined in the Separation and Distribution Agreement) related to this Agreement shall be heard and determined brought exclusively in the Court of Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept under applicable Law, exclusive jurisdiction over any Actionsuch matter is vested in the federal courts, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties irrevocably: (a) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any purpose except as provided Action contemplated by this Section 16.03; (b) waives any objections which such Party may now or hereafter have to the laying of venue of any Action contemplated by this Section 16.03 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (c) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (d) agrees that it will not bring any Action contemplated by this paragraph and shall not be deemed to confer rights on Section 16.03 in any Person court other than the parties hereto. Each party hereto Chosen Courts; (e) agrees that service of process upon all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 16.03 or in any other manner permitted by Law; and (f) agrees that service as provided in the preceding clause (e) is sufficient to confer personal jurisdiction over such party in any Action arising out the Action, and otherwise constitutes effective and binding service in every respect. Each of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree Parties agrees that a final judgment in any such Action shall be conclusive and in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in Xxx, and each Party further agrees to the foregoing shall restrict non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court such judgment.

Governing Law; Submission to Jurisdiction. This Agreement THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE. The Pledgor hereby irrevocably and all legal unconditionally (i) submits to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and any appellate court from any thereof in any action or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawareii) and the parties hereto hereby irrevocably submit waive to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive fullest extent permitted by applicable law the defense of an inconvenient forum in connection therewith. Pledgor hereby irrevocably appoints HVE Inc., a Delaware corporation (the “Process Agent”), with an office at HVE Inc., 000 Xxxxxxxxx Xx., Xxxxx 0, Xxxxxxxxxx, XX 00000 as its agent to receive on behalf of the Pledgor and its property service of copies of the summons and complaints and any other process which may be served in any such action or lack proceeding. The Pledgor agrees that the Holder may disclose to any assignee of jurisdiction or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Obligations any and all information in the Holder’s possession concerning the Pledgor and this Agreement. All notices and other communications to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to Pledgor under this Agreement shall be effective if notice is given in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail to the Pledgor at the address set forth specified herein or at such other address(es) in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and the United States as may be enforced specified by the Pledgor in other jurisdictions by suit on a written notice delivered to the judgment or Holder at such office as the Holder may designate for such purpose from time to time in any other manner provided by applicable law; provided that nothing in a written notice to the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentPledgor.

Governing Law; Submission to Jurisdiction. This Agreement and all legal disputes or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, controversies arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable New York, without regard to contracts executed in and principals of conflicts of laws. Each Party agrees that it shall bring any litigation with respect to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions claim arising out of or relating related to this Agreement shall be heard and determined Agreement, exclusively in the Chancery United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the State of Delaware appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delawarea) and the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction and of the Chosen Courts, (b) waives any objection to laying venue of such courts in any such Action and irrevocably waive action or proceeding in the defense of Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or lack of do not have jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(hover either Party, (d) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party Party in any Action arising out of such action or relating to this Agreement proceeding shall be effective if notice is given by overnight courier at the address set forth in accordance with Section 9(d) 11 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. The parties hereto agree Notwithstanding anything herein to the contrary, (a) nothing in this Section 13 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each Party agrees that any judgment issued by a final 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 Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentjurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable New York without reference to contracts executed in and to be performed entirely within such state’s principles of conflicts of law; provided that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (orUtah shall apply to the extent mandatorily applicable with respect to the Merger. Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, if or for recognition and enforcement of any judgment in respect of this Agreement and the Chancery Court rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any court of the State and County of Delaware declines to accept New York, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or Proceeding, in the United States District Court for the Southern District of New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any Actionsuch action or Proceeding in the manner provided in Section 9.1 or in such other manner as may be permitted by applicable Legal Requirements, any state or federal court within the State will be valid and sufficient service thereof. Each of Delaware) and the parties hereto hereby irrevocably submit submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in it will not bring any Action arising out of or action relating to this Agreement shall be effective if notice is given or any of the transactions contemplated by overnight courier at this Agreement in any court or tribunal other than the address set forth aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in Section 9(d) any action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement. The parties hereto agree Agreement and the rights and obligations arising hereunder (i) any claim that a final judgment it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 9.8, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such Action shall be conclusive 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 the applicable Legal Requirements, any claim that (x) the suit, action or Proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or Proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsuch courts.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement or and any of the negotiationtransactions contemplated hereby, execution or performance including, without limitation, the validity hereof and the rights and obligations of this Agreementthe parties hereunder, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable to contracts executed in made and to be performed entirely within that State, regardless of in such state (without giving effect to the laws that might otherwise govern under any applicable conflict conflicts of laws principles. All Actions arising out provisions thereof) except as to matters pertaining to the Company as a Delaware corporation, and to the Company Stockholders as stockholders of or relating a Delaware corporation, which are governed by the DGCL, and as to such matters, this Agreement shall be heard and determined in governed by the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the DGCL. The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth sitting in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in over any Action arising out of or relating to this Agreement shall or any of the transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of such Action may be effective if notice is given by overnight courier at the address set forth heard and determined in Section 9(d) of this Agreementsuch courts. The parties hereto agree hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such Action brought in such court or any claim that such Action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any Action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 17.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Deposit Agreement and any and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, ADRs shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to contracts executed New York. Notwithstanding anything contained in and to be performed entirely within that Statethis Deposit Agreement, regardless an ADR or any present or future provisions of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware New York, the rights of holders of Shares and of any other Deposited Securities and the obligations and duties of the Company in respect of the holders of Shares and other Deposited Securities, as such, shall be governed by the laws of Jersey (or, if applicable, such other laws as may govern the Chancery Court Deposited Securities). Except as set forth herein, the Company and the Depositary agree that the federal or state courts in the Borough of Manhattan, The City of New York shall have 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 Company hereby irrevocably designates, appoints and empowers Shire Pharmaceuticals Inc. (the “Agent”) whose registered office is at 2000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx XX 00000 and whose business address is 700 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000 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 Company in any federal or state court as described in the preceding sentence or in the next paragraph. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this paragraph reasonably satisfactory to the Depositary. The Company 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 Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in this Deposit Agreement. The Company agrees that the failure of the State Agent to give any notice of Delaware declines such service to accept jurisdiction over it shall not impair or affect in any Actionway the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court within of the State of Delaware) United States, and the parties hereto hereby Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company 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 Company and the Depositary irrevocably submit to the non-exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actioncourts. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto Company agrees that service of process upon such party the Agent in any Action arising out of or relating to this Agreement the manner set forth in the preceding paragraph shall be effective if notice is given by overnight courier at the address set forth service upon it for any suit, action or proceeding brought against it as described in Section 9(d) of this Agreementparagraph. The parties hereto agree Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that a final judgment 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, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Action shall be conclusive court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably and may be enforced unconditionally waives, to the fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, from execution of judgment, or from any other jurisdictions by suit on legal process or proceeding for the judgment giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Deposit Agreement, any other manner provided by applicable law; provided that nothing in ADR or the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentDeposited Securities.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with to any matter which is the negotiation, execution or performance subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, in all cases, whether in contract or in tort, shall be governed by, and construed in accordance with, with and governed by the laws of the State Commonwealth of Delaware Massachusetts applicable to contracts executed in made and to be performed entirely within that State, regardless of in such Commonwealth (without giving effect to the laws that might otherwise govern under any applicable conflict conflicts of laws principles. All Actions arising out of or relating to this Agreement provisions thereof); provided, however, that the Merger shall be heard and determined in governed by the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the DGCL. The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State Commonwealth of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in Massachusetts over any Action arising out of or relating to in connection with this Agreement shall be effective if notice or any of the transactions contemplated hereby or related to any matter which is given by overnight courier at the address set forth in Section 9(d) subject of this AgreementAgreement and each party hereto hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such courts. The parties hereto agree hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of such Action brought in such court or any claim that such Action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any Action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 19.1 and consents to the exercise of jurisdiction of the courts of the Commonwealth of Massachusetts over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, matters arising out of or relating to this Agreement and any of the transactions contemplated hereby or in connection with any matter that is the negotiation, execution or performance subject of this Agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware applicable to contracts executed in made and to be performed entirely within that State, regardless in such state (without giving effect to the conflicts of the laws that might otherwise govern under any applicable conflict of laws principleslaw provisions thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to court of competent civil jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State of Delaware and shall have no effect for over any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action action arising out of or relating to in connection with this Agreement shall be effective if notice or any of the transactions contemplated hereby or related to any matter that is given by overnight courier at the address set forth in Section 9(d) subject of this AgreementAgreement and each party hereto hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such courts. The parties hereto agree hereby irrevocably waive any objection that they may now or hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such Action shall be conclusive and action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable law; provided that nothing Legal Requirement. Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any action by delivery of a copy thereof in accordance with the foregoing shall restrict provisions of Section 11.1 and consents to the exercise of jurisdiction of the courts of the State of Delaware over it and its properties with respect to any party’s action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentunder this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principlesprinciples thereof that would require the application of the Law of any other jurisdiction. All Actions Any action brought, arising out of of, or relating to this Agreement shall be heard and determined brought in the Court of Chancery of the State of Delaware. Each party hereby irrevocably ACTIVE/100404761.2 submits to the exclusive jurisdiction of said Court in respect of any claim relating to the validity, interpretation and enforcement of this Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in which any such claim is made that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts, or that the venue thereof may not be appropriate or that this agreement may not be enforced in or by such courts. The parties hereby consent to and grant the Court of Chancery of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within such parties and over the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance subject matter of any such Action. The consents to jurisdiction claim and venue set forth in this Section 9(h) shall not constitute general consents to service agree that mailing of process or other papers in connection with any such action, suit or proceeding in the State of Delaware and shall have no effect for any purpose except as manner provided in this paragraph Section 10.3 or in such other manner as may be permitted by law, shall be valid and sufficient thereof. Waiver . Waiver by a party of a breach hereunder by another party shall not be deemed to confer rights on construed as a waiver of any Person subsequent breach of the same or any other than the parties heretoprovision. Each party hereto agrees that service of process upon such No delay or omission by a party in exercising or availing itself of any Action arising out right, power or privilege hereunder shall preclude the later exercise of any such right, power or relating to this Agreement privilege by such party. No waiver shall be effective if notice is given by overnight courier at unless made in writing with specific reference to the address set forth in Section 9(drelevant provision(s) of this AgreementAgreement and signed by a duly authorized representative of the party granting the waiver. The parties hereto agree that a final judgment Notices . All notices, instructions and other communications hereunder or in any such Action connection herewith shall be conclusive in writing, shall be sent to the address of the relevant party set forth on Exhibit B attached hereto and may shall be enforced in other jurisdictions (a) delivered personally, (b) sent by suit registered or certified mail, return receipt requested, postage prepaid, (c) sent via a reputable nationwide overnight courier service or (d) sent by facsimile transmission, with a confirmation copy to be sent by registered or certified mail, return receipt requested, postage prepaid. Any such notice, instruction or communication shall be deemed to have been delivered upon receipt if delivered by hand, three (3) Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one (1) Business Day after it is sent via a reputable nationwide overnight courier service or when transmitted with electronic confirmation of receipt, if transmitted by facsimile (if such transmission is made during regular business hours of the recipient on a Business Day; or otherwise, on the judgment or next Business Day following such transmission). Any party may change its address by giving notice to the other parties in any other the manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentabove.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed and interpreted in accordance with, with the laws of the State of Delaware applicable Maryland, without regard to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable its conflict of laws principles. All Actions judicial actions, suits or proceedings brought against the Grantors with respect to their obligations, liabilities or any other matter under or arising out of or relating to in connection with this Agreement shall or any transaction contemplated hereby or for recognition or enforcement of any judgment rendered in any such proceedings may be heard and determined brought in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any a state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive competent jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware Maryland. By execution and shall have delivery of this Agreement, the Grantors accept, generally and unconditionally, the jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any transaction contemplated hereby from which no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties heretoappeal has been taken or is available. Each party hereto agrees The Grantors irrevocably agree that service of all process upon such party in any Action proceeding or any court arising out of or relating to in connection with this Agreement may be effected by mailing a copy thereof by registered or certified mail or any substantially similar form of mail, postage prepaid, to the Grantors at the addresses referred to in Section 16 or such other address of which Grantee shall have been notified pursuant to said paragraph. Such service shall be effective if notice is given by overnight courier at the address set forth in Section 9(dfive (5) of this Agreementdays after such mailing. The parties hereto agree Grantors hereby acknowledge that a final judgment such service will be effective and binding service in every respect. The Grantors shall not assert that such service did not constitute effective and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. The Grantors hereby irrevocably waive any objections, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it now or hereafter may have to the bringing of any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.action or

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware applicable Delaware, without regard to contracts executed in and to be performed entirely within the conflict of Laws principles thereof that State, regardless would require the application of the laws that might otherwise govern under Law of any applicable conflict of laws principlesother jurisdiction. All Actions Any Action brought, arising out of of, or relating to this Agreement shall be brought in the Court of Chancery of the State of Delaware; provided, however, that if such court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any federal court located in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of said courts in respect of any claim relating to the validity, interpretation and enforcement of this Agreement, and hereby waives, and agrees not to assert, as a defense in any Action in which any such claim is made that it is not subject thereto or that such Action may not be brought or is not maintainable in such courts, or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant the Court of Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over and any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process sitting in the State of Delaware jurisdiction over such parties and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than over the parties hereto. Each party hereto agrees that service subject matter of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 6.4 or in such other manner as may be permitted by Law, shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentsufficient thereof.

Governing Law; Submission to Jurisdiction. (a) This Agreement and each other Transaction Agreement and all legal claims or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) causes of action (whether at law, in equityLaw, in contract, in tort or otherwise, or in equity) that may be based upon, arising arise out of or relating relate to this Agreement, or any other Transaction Agreement or the negotiation, execution or performance of this Agreement or any other Transaction Agreement or the inducement of any party to enter into any Transaction Agreement, whether for breach of contract, tortious conduct or otherwise, and whether now existing or hereafter arising (each, a “Transaction Dispute”), shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware New York applicable to contracts executed made and performed in and such State without giving regard to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of provisions that would require or relating to this Agreement shall be heard and determined in permit the Chancery Court application of the State Laws of Delaware any other jurisdiction. (orb) Except as provided in Section 4.02, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located in the Borough of Manhattan within the City of New York (and, in each case, any appellate courts thereof), over any Transaction Dispute and each party hereby irrevocably agrees that all claims in respect of any Transaction Dispute shall be heard and determined exclusively in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of such courts in any such Action and irrevocably waive the Transaction Dispute brought in such court or any defense of an inconvenient forum or lack of jurisdiction to for the maintenance of any such ActionTransaction Dispute. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service Each of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing Xxx. (c) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, delivery of a final trial court judgmentcopy thereof in accordance with the provisions of Section 14.02. Section 14.11.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. Each of the parties hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, proceedings arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws transactions contemplated hereby. Each of the State Borrowers irrevocably consents to the service of Delaware applicable any and all process in any legal proceeding by the mailing (or delivery by overnight courier) of copies of such process to contracts executed such party at its address referred to in and to be performed entirely within that State, regardless Section 8.02. Each of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit waives, to the exclusive jurisdiction and venue of such courts in fullest extent permitted by applicable law, any such Action and irrevocably waive the defense of an inconvenient forum objection that it may now or lack of jurisdiction hereafter have to the maintenance laying of the venue of any such Actionproceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to Each of the Borrowers further irrevocably agrees that service of all writs, process and summonses in any proceeding or any suit, action, proceeding to enforce or execute any judgment brought against it in the State of Delaware and shall have no effect for any purpose except New York may be made each of the Borrowers, as provided applicable, at its address described in this paragraph and shall not be deemed to confer rights on any Person other than the parties heretoSection 8.02. Each party hereto agrees that of the Borrowers hereby irrevocably waives any objection to such service of process upon such party and further irrevocably waives and agrees not to plead or claim in any Action arising out action or proceeding commenced hereunder or under any other Facility Document that such service of process was in any way invalid or relating ineffective. Nothing herein shall affect the right of the Lender or the holder of any Note to this Agreement shall be effective if notice is given serve process in any other manner permitted by overnight courier at law or to commence legal proceedings or otherwise proceed against any Borrower in any other jurisdiction. Each of the address set forth in Section 9(d) of this Agreement. The parties hereto agree Borrowers agrees that a final judgment in any such Action 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 applicable law; provided . To the extent that nothing any Borrower 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 itself or its property, each of the foregoing Borrowers hereby irrevocably waives such immunity in respect of its obligations under this Agreement and each of the other Facility Documents and, without limiting the generality of the foregoing, agrees that the waivers set forth herein shall restrict any party’s rights have the full scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentbe irrevocable for purposes of such Act.

Governing Law; Submission to Jurisdiction. This Agreement and all legal any non-contractual rights or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) (whether at law, in equity, in contract, in tort or otherwise) based upon, obligations arising out of or relating in connection with it shall be governed by and construed in accordance with the laws of the State of New York; provided, however, that, to this Agreement the extent statutory provisions or other laws of Bermuda or the negotiation, execution or performance Cayman Islands are mandatorily applicable to provisions of this Agreement, such provisions shall be governed by, and construed in accordance with, the laws of Bermuda or the Cayman Islands, as applicable. Any actions or claims based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware applicable New York (except to contracts executed the extent, and solely to the extent, that any such action or claim mandatorily must be brought in Bermuda or the Cayman Islands), and to be performed entirely within that State, regardless each of the laws parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in each such court, agrees that might otherwise govern under all claims in respect of any applicable conflict of laws principles. All Actions such action shall be heard and determined only in any such court, and agrees not to bring any action arising out of or relating to this Agreement shall be heard and determined in or the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto transactions contemplated hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Actionother court. The consents to jurisdiction and venue set forth in this Section 9(h) Nothing herein contained shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on affect the right of any Person other than the parties hereto. Each party hereto agrees that service of to serve process upon such party in any Action arising out of manner permitted by law or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties commence legal proceedings or otherwise proceed against any other party hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing jurisdiction, in the foregoing shall restrict each case, to enforce judgments obtained in any party’s rights action brought pursuant to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentthis Section 20. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. This Agreement and all legal each Note shall be governed by and construed in accordance with the laws of the State of New York; provided, however, that (a) the interpretation of the definition of "Target Material Adverse Effect (and whether or administrative proceedingsnot a Target Material Adverse Effect has occurred or would reasonably be expected to occur), suits(b) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy of any Acquisition Agreement Representation there has been a failure of a condition precedent to the Company's (or its affiliates') obligations under the Acquisition Agreement and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, investigationsin each case, arbitrations be governed by, and construed and interpreted in accordance with, the internal laws and judicial decisions of the State of Delaware applicable to agreements executed and performed entirely within such jurisdiction without giving effect to any choice or actions (“Actions”) conflict of laws provision or rule (whether at lawthe State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The Company hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any New York State or Federal court located in the City of New York, in equityBorough of Manhattan, in contractover any suit, in tort action or otherwise) based upon, proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated hereby, execution or performance (ii) accepts for itself and in respect of this Agreementits property the jurisdiction of such courts, shall be governed by, and construed in accordance with, (iii) waives any objection to the laws laying of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of any such courts suit, action or proceeding brought in any such Action court and irrevocably waive the defense of any claim that any such suit, action or proceeding has been brought in an inconvenient forum or lack of jurisdiction and (iv) consents to the maintenance service of any such Action. The consents to jurisdiction and venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party process, summons, notice or document in any Action arising out of such suit, action or relating proceeding by registered mail addressed to this Agreement shall be effective if notice is given by overnight courier the Company at the its address set forth in Section 9(d) of this Agreementspecified on signature page hereof. The parties hereto agree that a A final judgment in any such Action shall suit, action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided that nothing . Nothing herein will affect the right of any Lender Party to serve legal process in any other manner permitted by law or affect any Lender Party's right to bring any suit, action or proceeding against the Company or its property in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgmentcourts of other jurisdictions.