Common use of Jurisdiction Clause in Contracts

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts conflict of law laws thereof. Each party agrees that all legal proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such suit, action or proceeding is New York Courts are 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts conflict of law laws thereof. Each party agrees that all legal proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such suit, action or proceeding is New York Courts are 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto the Company or the Holder or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party The Company and, by accepting this Warrant, the Holder each 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 it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto the Company or the Holder or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party The Company and, by accepting this Warrant, the Holder each 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard giving effect to the conflict of laws principles of conflicts of law thereof. Each party hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon each party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 5(i) hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the receiving party in any action, proceeding or claim. Each of the Company and the Holder agrees 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. Each party (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings concerning the interpretations, enforcement and defense proceeding arising out of or relating to this Warrant or the transactions contemplated here by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation of this Warrant transactions contemplated hereby shall be governed by and construed and enforced brought in accordance with the internal laws United States District Court for the Southern District of New York sitting in the State borough of Manhattan, New York, without regard New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding or, if it does not have subject matter jurisdiction, in any New York State court sitting in the borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the principles jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning the interpretations, enforcement and defense service of the transactions contemplated by this Warrant (whether brought against a process on such party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) as provided in Section 6.9 shall be commenced exclusively in the state and federal courts sitting in the City deemed effective service of New Yorkprocess on such party. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting in referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedinghereby.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws (a) Each of the parties hereto agrees that the U.S. federal and State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively York courts located in the state and federal courts sitting in the Borough of Manhattan, The City of New York. Each party hereby irrevocably submits York shall have jurisdiction to the exclusive jurisdiction of the state hear 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, and hereby irrevocably waives, and agrees not to assert in determine any suit, action or proceeding, and to settle any claim that it is not personally subject disputes, which may arise out of or in connection with this Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection that it might now or hereafter have to the U.S. federal or State of New York courts located in the Borough of Manhattan, The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and agrees not to claim that any such courtcourt is not a convenient or appropriate forum. Each of the parties hereto has irrevocably designated, appointed and empowered the respective Persons named in Exhibit C as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that such may be served in any suit, action or proceeding is improper brought against such party in any United States or is an inconvenient venue state court arising out of or relating to this Indenture or the Notes. If for any reason any such proceedingdesignee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 12.9 satisfactory to such other party. Each party further hereby irrevocably waives personal consents and agrees to the service of process any and consents to process being served all legal process, summons, notices and documents in any such suit, action or proceeding against such party by mailing serving a copy thereof via upon the relevant agent for service of process referred to in this Section 12.9 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, to such party at its address specified in or designated pursuant to this Indenture. Each party agrees that the address in effect for notices failure of any such designee, appointee and agent to give any notice of such service to it under this Warrant and agrees that shall not impair or affect in any way the validity of such service shall constitute good and sufficient service of process and notice thereofor any judgment rendered in any action or proceeding based thereon. Nothing contained herein shall in any way be deemed to limit in any way any right the ability of the Issuer or the Trustee and the Noteholders, as the case may be, to serve process any such legal process, summons, notices and documents in any other manner permitted by law. If either Applicable Law or to obtain jurisdiction over such party shall commence an actionor bring suits, suit actions or proceeding to enforce any provisions of this Warrant, the prevailing proceedings against such party in such actionother jurisdictions, suit or proceeding shall and in such manner, as may be reimbursed permitted by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingApplicable Law.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto the Company or the Holder or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party The Company and, by accepting this Warrant, the Holder each 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 it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. .

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning The Issuer and each Guarantor agrees that any suit, action or proceeding against the construction, validity, enforcement and interpretation Issuer or any Guarantor arising out of or based upon this Warrant shall Indenture or the transactions contemplated hereby may be governed by and construed and enforced instituted in accordance with the internal laws Supreme Court of the State of New York, without regard to York sitting in New York County and the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense United States District Court of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City Southern District of New York. Each party hereby , and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of the state and federal such 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, . The Issuer and the Guarantors hereby appoint CT Corporation System as their authorized agent (the “Authorized Agent”) upon whom process may be served in any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper arising out of or is an inconvenient venue for based upon this Indenture or the transactions contemplated herein that may be instituted in the Supreme Court 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 and expressly accept the non-exclusive jurisdiction of any such proceeding. Each party hereby irrevocably waives personal service court in respect 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 proceeding. The Issuer and the Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of delivery) process, and the Issuer and the Guarantors agree to take any and all action, including the filing of any and all documents, that may be necessary to continue such party at appointment in full force and effect as aforesaid. Service of process upon the address Authorized Agent shall be deemed, in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient every respect, effective service of process upon the Issuer and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingGuarantors.

Jurisdiction. All questions concerning The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation of this Warrant transactions contemplated hereby shall be governed by and construed and enforced brought in accordance with the internal laws United States District Court for the Southern District of New York sitting in the State borough of Manhattan, New York, without regard New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding or, if it does not have subject matter jurisdiction, in any New York State court sitting in the borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the principles jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning the interpretations, enforcement and defense service of the transactions contemplated by this Warrant (whether brought against a process on such party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) as provided in Section 6.11 shall be commenced exclusively in the state and federal courts sitting in the City deemed effective service of New Yorkprocess on such party. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting in referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedinghereby.

Jurisdiction. All questions concerning Any action or proceeding against any party hereto relating in any way to this Agreement or the construction, validity, enforcement and interpretation of this Warrant shall transactions contemplated hereby may be governed by and construed brought and enforced in accordance with the internal laws of the any United States federal court or New York State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively Court located in the state and federal courts sitting Borough of Manhattan in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough and each party, on behalf of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinitself and its respective successors and assigns, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of each such court in respect of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby party, on behalf of itself and its respective successors and assigns, irrevocably waives personal consents to the service of process and consents to process being served in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, return receipt requested, to such party person or entity at the address for such person or entity set forth in effect for notices to it under Section 3.7 hereof of this Warrant and agrees that Agreement or such service other address such person or entity shall constitute good and sufficient service notify the other in writing. The foregoing shall not limit the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right person or entity to serve process in any other manner permitted by lawlaw or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. If either party shall commence an actionEach party, suit on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to enforce this Agreement or the transactions contemplated hereby in any provisions court located in the Borough of this WarrantManhattan in The City of New York. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the prevailing party State of New York is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in such action, suit any action or proceeding shall relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution pleaded any such immunity at or in respect of any such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts conflict of law laws thereof. Each party agrees that all legal proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such suit, action or proceeding is New York Courts are 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation of this Warrant transactions contemplated hereby shall be governed by and construed and enforced brought in accordance with the internal laws United States District Court for the Southern District of New York sitting in the State borough of Manhattan, New York, without regard New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding or, if it does not have subject matter jurisdiction, in any New York State court sitting in the borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the principles jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning the interpretations, enforcement and defense service of the transactions contemplated by this Warrant (whether brought against a process on such party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) as provided in Section 6.10 shall be commenced exclusively in the state and federal courts sitting in the City deemed effective service of New Yorkprocess on such party. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting in referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedinghereby.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this This Warrant shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New York, without regard reference to the principles of conflicts choice of law provisions thereof. Each party agrees that all legal proceedings concerning The Company and, by accepting this Warrant, the interpretationsHolder, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby each irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, Borough of Manhattan York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceedingproceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, any claim that it is not personally subject by accepting this Warrant, the Holder, each irrevocably consents 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 court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, 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 Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of accepting this Warrant, the prevailing party Holder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such actioncourts and irrevocably waives any claim that any such suit, suit action or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigationbrought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, preparation and prosecution of such action or proceedingBY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees The Company and Holder each agree that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceedingProceeding. 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either any party shall commence an action, suit action or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit action or proceeding shall be reimbursed by the other non-prevailing party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning The Issuer and the constructionGuarantors agree that any suit, validityaction or proceeding against any of them brought by any Underwriter, enforcement the directors, officers, employees, affiliates and interpretation agents of any Underwriter, or by any person who controls any Underwriter, arising solely out of or based upon this Warrant shall Agreement or the transactions contemplated hereby may be governed by and construed and enforced instituted in accordance with the internal laws courts of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting York in the City and County of New York and of the United States for the Southern District of New York. Each party hereby , and waives to the fullest extent that each may effectively do so any objection of which it may now or hereafter have to the laying of venue or of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of the state and federal such 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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. The Parent, BATNF and BATIF hereby appoint the Issuer as their authorized agent (the “Authorized Agent”) (and the Issuer hereby accepts such appointment) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, by mailing a copy thereof via registered any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or certified mail any person who controls any Underwriter, and expressly accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or overnight delivery (with evidence proceeding. The Parent, BATNF and BATIF hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of delivery) process, and the Parent, BATNF and BATIF agree to take any and all action, including the filing of any and all documents that may be necessary to continue such party at appointment in full force and effect as aforesaid. Service of process upon the address Authorized Agent shall be deemed, in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient every respect, effective service of process upon the Parent, BATNF and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingBATIF.

Jurisdiction. All questions concerning The Issuers and each Guarantor agree that any suit, action or proceeding against the constructionIssuers or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, validitythe Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby , and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of the state and federal such 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding. Each of the Issuers and the Guarantors irrevocably waives, to the fullest extent permitted by law, any claim objection to any suit, action, or proceeding that it is not personally subject may be brought in connection with this Indenture, the Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of the jurisdiction United States of America or any state thereof, in such courtcourts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding is improper or is has been brought in an inconvenient venue for such proceedingforum. Each party hereby irrevocably waives personal service of process The Issuers and consents to process being served the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuers or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuers or any Guarantor, as the case may be, are subject by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to suit upon such party at the address in effect for notices to it under this Warrant and agrees judgment; provided that such service shall constitute good and sufficient service of process is effected upon the Issuers or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Irish Issuer and notice thereofthe Guarantors not resident in the United States has appointed the U.S. Issuer, with offices on the date hereof at Ardagh Holdings USA Inc., c/o The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture, the Guarantee or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York, 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. Nothing contained herein The U.S. Issuer has hereby accepted such appointment and has agreed to act as said agent for service of process, and the Issuers and the Parent Guarantor agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed to limit deemed, in every respect, effective service of process upon the Issuers and the Parent Guarantor. Notwithstanding the foregoing, any action involving the Issuers or the Parent Guarantor arising out of or based upon this Indenture, the Guarantees or the Notes may be instituted by any Holder or the Trustee in any way other court of competent jurisdiction. Each Issuer expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to serve process in any other manner permitted trial by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingjury.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant Preferred Investment Option shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant Preferred Investment Option (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Preferred Investment Option and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this WarrantPreferred Investment Option, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Any action or proceeding against any party hereto relating in any way to this Agreement or the construction, validity, enforcement and interpretation of this Warrant shall transactions contemplated hereby may be governed by and construed brought and enforced in accordance with the internal laws of the any United States federal court or New York State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively Court located in the state and federal courts sitting Borough of Manhattan in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough and each party, on behalf of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinitself and its respective successors and assigns, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of each such court in respect of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby party, on behalf of itself and its respective successors and assigns, irrevocably waives personal consents to the service of process and consents to process being served in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, return receipt requested, to such party person or entity at the address for such person or entity set forth in effect for notices to it under Section 11(b) hereof of this Warrant and agrees that Agreement or such service other address such person or entity shall constitute good and sufficient service notify the other in writing. The foregoing shall not limit the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right person or entity to serve process in any other manner permitted by lawlaw or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. If either party shall commence an actionEach party, suit on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to enforce this Agreement or the transactions contemplated hereby in any provisions court located in the Borough of this WarrantManhattan in The City of New York. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the prevailing party State of New York is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in such action, suit any action or proceeding shall relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution pleaded any such immunity at or in respect of any such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto the Company or the Holder or, their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party The Company and, by accepting this Warrant, the Holder each 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 it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement This Debenture and interpretation all issues arising out of this Warrant shall Debenture will be governed by and construed solely and enforced in accordance with exclusively under and pursuant to the internal laws of the State of New York, without regard York as applied to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement agreements among New York residents entered into and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall to be commenced exclusively in the state and federal courts sitting in the City of performed entirely within New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state parties hereto expressly and federal courts sitting irrevocably (1) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the City New York State Supreme Court, County of New York, Borough of Manhattan or in the United States District Court for the adjudication Southern District of New York, (2) waives any objection which Company may have now or hereafter to the venue of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject and (3) consents to the jurisdiction of either the New York State Supreme Court, County of New York, or the United States District Court for the Southern District of New York in 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 of the parties hereto further agrees to accept and acknowledge service of any and all process and consents to process being which may be served in any such suit, action or proceeding by mailing a copy thereof via registered in the New York State Supreme Court, County of New York, or certified mail or overnight delivery (with evidence in the United States District Court for the Southern District of delivery) to such party at the address in effect for notices to it under this Warrant New York and agrees agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall upon it mailed by certified mail to its address will be deemed to limit in every respect effective service of process upon it, in any way any right to serve process in any other manner permitted by law. If either party shall commence an actionsuch suit, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.

Jurisdiction. All questions concerning the construction, validity, enforcement enforcement, and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees employees, or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 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 Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereofthereof (whether of the State of New York or any other jurisdiction) which would result in the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under federal securities laws.

Jurisdiction. All questions concerning Any action or proceeding against any party hereto relating in any way to this Agreement or the construction, validity, enforcement and interpretation of this Warrant shall transactions contemplated hereby may be governed by and construed brought and enforced in accordance with the internal laws of federal or state courts in the State of New York, without regard to the principles and each party, on behalf of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretationsitself and its respective successors and assigns, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of each such court in respect of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby party, on behalf of itself and its respective successors and assigns, irrevocably waives personal consents to the service of process and consents to process being served in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, return receipt requested, to such party person or entity at the address for such person or entity set forth in effect for notices to it under Section 11(e) hereof of this Warrant and agrees that Agreement or such service other address as such person or entity shall constitute good and sufficient service notify the other in writing. The foregoing shall not limit the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right person or entity to serve process in any other manner permitted by lawlaw or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. If either party shall commence an actionEach party, suit on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to enforce this Agreement or the transactions contemplated hereby in any provisions court located in the State of this WarrantNew York or located in any other jurisdiction chosen by the Company in accordance with Section 11(j) hereof. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the prevailing party State of New York is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in such action, suit any action or proceeding shall relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution pleaded any such immunity at or in respect of any such action or proceeding.

Jurisdiction. All questions concerning The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation of this Warrant transactions contemplated hereby shall be governed by and construed and enforced brought in accordance with the internal laws United States District Court for the Southern District of New York sitting in the State borough of Manhattan, New York, without regard New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding or, if it does not have subject matter jurisdiction, in any New York State court sitting in the borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the principles jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning the interpretations, enforcement and defense service of the transactions contemplated by this Warrant (whether brought against a process on such party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) as provided in Section 6.8 shall be commenced exclusively in the state and federal courts sitting in the City deemed effective service of New Yorkprocess on such party. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting in referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.hereby

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Warrant (whether brought against a party hereto State of New York or their respective affiliates, directors, officers, shareholders, partners, members, employees or agentsany other jurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is brought in an inconvenient forum or that the venue for of such proceedingsuit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 such notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an actionEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, suit or proceeding to enforce any provisions of this WarrantAND AGREES NOT TO REQUEST, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Each of the constructionParties hereto irrevocably submits to the jurisdiction of (i) the United States District Court for the Southern District of New York, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with (ii) the internal laws Supreme Court of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretationsNew York County, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication purposes of any dispute hereunder suit, action or other proceeding arising out of this Agreement, any agreement entered into in connection herewith with this Agreement or with any transaction contemplated hereby or discussed hereinthereby. Each of the Parties hereto agrees to commence any action, and hereby irrevocably waivessuit or proceeding relating hereto in the United States District Court for the Southern District of New York or, 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 if such suit, action or other proceeding is improper or is an inconvenient venue may not be brought in such court for such proceedingjurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each party hereby irrevocably waives personal of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 13.6 hereof shall be effective service of process and consents to process being served in for any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding in New York with respect to enforce any provisions matters to which it has submitted to jurisdiction in this clause. Each of the Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this WarrantAgreement, any agreement entered into in connection with this Agreement or the prevailing party transactions contemplated hereby or thereby in (a) the United States District Court for the Southern District of New York, and (b) the Supreme Court of the State of New York, New York County, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of brought in any such action or proceedingcourt has been brought in an inconvenient forum.

Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company and Hxxxxx each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto the Company or Holder, or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Company and Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party The Company and Holder each 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 one another at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Company or Holder shall commence an action, suit or proceeding to enforce any provisions of this the Warrant, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingproceeding 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 proceeding arising out of or relating to this Warrant or any transaction contemplated hereby.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts conflict of law laws thereof. Each party agrees that all legal proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Warrant any of the Transaction Documents (whether brought against a party hereto or their its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (the "New York Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such suit, action or proceeding is New York Courts are 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either any party shall commence an action, suit action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other party for their reasonable its attorneys’ ' fees and other costs and expenses incurred with in the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Any suit, action or proceeding against the constructionOptionee with respect to this Agreement, validityor any judgment entered by any court in respect of any thereof, enforcement and interpretation may be brought in any court of this Warrant shall be governed by and construed and enforced competent jurisdiction in accordance with the internal laws of the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, without regard to as the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning Company may elect in its sole discretion, and the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party Optionee hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal such courts sitting in the City of New York, Borough of Manhattan for the adjudication purpose of any dispute hereunder such suit, action, proceeding or in connection herewith or with any transaction contemplated hereby or discussed herein, and judgment. The Optionee hereby irrevocably waives, and agrees not waives any objections which he may now or hereafter have to assert in the laying of the venue of any suit, action or proceedingproceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and hereby further irrevocably waives 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit brought in any way such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to serve process bring such an action in any other manner permitted by lawcourt, domestic or foreign, or before any similar domestic or foreign authority. If either party shall commence an action, suit or proceeding The Company hereby submits to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Optionee hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

Jurisdiction. All questions concerning (a) The Parties agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement (including any matter involving any Financing Source) or the construction, validity, enforcement and interpretation transactions contemplated hereby (whether brought by any Party or any of this Warrant its Affiliates or against any Party or any of its Affiliates) shall be governed by and construed and enforced brought exclusively in accordance with the internal laws Court of Chancery of the State of New YorkDelaware or, without regard to if such court shall not have jurisdiction, exclusively in any federal court located in the principles State of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretationsDelaware or other Delaware state court, enforcement and defense each of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such courtProceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action Proceeding in any such court 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 that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; provided that, notwithstanding the foregoing, the Parties agree that in connection with any suit, action or other Proceeding to which the Financing Sources are a party shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or, if such court shall not have jurisdiction, in the state courts of the State of New York located in New York County, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives to the fullest extent permitted by mailing a copy thereof via registered law, any objection that it may now or certified mail hereafter have to the laying of the venue of any such Proceeding in any such court or overnight delivery (with evidence that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of delivery) to any such party at court. Without limiting the address in effect for notices to it under this Warrant and foregoing, each Party agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein on such Party as provided in Section 11.01 shall be deemed to limit in any way any right to serve effective service of process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in on such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingParty.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, stockholders, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws Each of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement Company and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party each Shareholder hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the state and federal courts United States of America sitting in the New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of New Yorkor relating to this Agreement, Borough of Manhattan or for the adjudication recognition or enforcement of any dispute hereunder judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and each Shareholder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith the any other manner provided by law. Each of the Company and each Shareholder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or with hereafter have to the laying of venue of any transaction contemplated hereby suit, action, or discussed hereinproceeding arising out of or relating to this Agreement in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and each Shareholder 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner fullest extent permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by defense of an inconvenient forum to the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution maintenance of such action or proceedingproceeding in any such court. Each of the Company and each Shareholder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

Jurisdiction. All questions concerning Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby may be brought in the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New York, without regard York located in New York City or of the United States of America for the Southern District of New York and hereby expressly submits to the principles personal jurisdiction and venue of conflicts such courts for the purposes thereof and expressly waives any claim of law thereof. Each party agrees improper venue and any claim that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal such courts sitting in the City of New Yorkare an inconvenient forum. Each party hereby irrevocably submits consents 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 of any of the aforementioned courts pursuant to process being served a contractual provision in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, to such party at the address set forth in effect for notices to it under this Warrant and agrees that Section 14.2, such service shall constitute good and sufficient service of process and notice thereofto become effective 10 days after such mailing. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an actionTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, suit or proceeding to enforce any provisions of this WarrantEACH PARTY HEREBY WAIVES, the prevailing party in such actionAND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigationDEFENDANT OR OTHERWISE), preparation and prosecution of such action or proceedingANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY FUNDAMENTAL DOCUMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR OTHERWISE.

Jurisdiction. All questions concerning 16.1 Each of the construction, validity, enforcement and interpretation parties hereto irrevocably submits to the non-exclusive jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New YorkYork in respect of any action or proceeding arising out of or in connection with this Agreement (“Proceedings”). Each of the parties hereto irrevocably waives, without regard to the principles fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of conflicts the venue of law thereofany such Proceedings in the courts of the State of New York and any claim that any Proceeding brought in any such court has been brought in an inconvenient forum. Each party of the Custodial Trust and MBIA Insurance agrees that it shall at all times have an authorized agent in the State of New York upon whom process may be served in connection with any Proceedings, and each of the Custodial Trust and MBIA Insurance hereby authorizes and appoints the Trustee to accept service of all legal proceedings concerning process arising out of or connected with this Agreement in the interpretations, enforcement State of New York and defense of the transactions contemplated by this Warrant service on such person (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agentssubstitute) shall be commenced exclusively deemed to be service on the Custodial Trust or MBIA Insurance, as the case may be. Except upon such a substitution, the Custodial Trust and MBIA Insurance shall not revoke any such authority or appointment and shall at all times maintain an agent for service of process in the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits If for any reason such person shall cease to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan act as agent for the adjudication service of process, the Custodial Trust and MBIA Insurance shall promptly appoint another such agent, and shall forthwith notify each other of such appointment. The submission to jurisdiction reflected in this paragraph shall not (and shall not be construed so as to) limit the right of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not person to assert take Proceedings in any suitcourt of competent jurisdiction, action or proceeding, any claim that it is not personally subject to nor shall the jurisdiction taking 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 Proceedings in any such suit, action one or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence more jurisdictions preclude the taking of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process Proceedings in any other manner jurisdiction (whether concurrently or not) if and to the extent permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning (a) Each Party irrevocably consents to and submits to the constructionjurisdiction, validityincluding the personal jurisdiction, enforcement of (i) any Maryland State court, and interpretation (ii) any Federal court of this Warrant shall be governed by and construed and enforced the United States sitting in accordance with the internal laws of the State of New YorkMaryland, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan solely for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each Party agrees to commence any suit, action or proceeding relating hereto only in any claim that it is Federal court of the United States sitting in the State of Maryland or, if such suit, action or other proceeding may not personally be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each Party irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding is improper or is brought in any such court has been brought in an inconvenient venue for such proceedingforum. Each party hereby Party further irrevocably waives personal consents to the service of process and consents to process being served out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) to such party at the its address set forth in effect for notices to it under this Warrant and agrees that Agreement, such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 10.10 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. If either party The consent to jurisdiction set forth in this Section 10.10 shall commence an actionnot constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section 10.10. The parties agree that a final judgment in any such suit, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit action or proceeding shall be reimbursed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingmanner provided by law.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives waives, personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Each of the construction, validity, enforcement and interpretation parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Warrant Agreement brought by the other party or its successors or assigns shall be governed by brought and construed and enforced determined in accordance with the internal laws of the any New York State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts court sitting in the Borough of Manhattan in The City of New York. Each party York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting with respect to its 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 City of courts described above in New York, Borough other than actions in any court of Manhattan for competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the adjudication parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or is an inconvenient venue for (iii) this Agreement, or the subject matter hereof, may not be enforced in or by 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingcourts.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts conflict of law laws thereof. Each party agrees that all legal proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, New York County (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such New York Courts are improper or an inconvenient venue for 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto the Company or the Holder or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party The Company and, by accepting this Warrant the Holder each 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 it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either any party shall commence an action, suit action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other non-prevailing party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding...

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant Agreement (whether brought against the Company or a party hereto Holder or their any respective affiliates, directors, officers, shareholders, partners, members, employees or agentsagents thereof) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 for it in effect for notices to it under this the Warrant Register and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party The Company agrees that all legal proceedings concerning any suit, action or proceeding against the interpretationsCompany brought by any Underwriter, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersemployees and agents of any Underwriter, partnersor by any person who controls any Underwriter, members, employees arising out of or agents) shall based upon this Agreement or the transactions contemplated hereby may be commenced exclusively instituted in the state and federal courts sitting any court located in the City and County of New York. Each party hereby York (a “New York Court”), and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of the state and federal such 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding. The Company has appointed C T Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper arising out of or is an inconvenient venue for based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such proceeding. Each party hereby irrevocably waives personal service court in respect 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 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 delivery) 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 party at appointment in full force and effect as aforesaid. Service of process upon the address Authorized Agent shall be deemed, in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees and notice thereof. Nothing contained herein shall be deemed to limit agents of any Underwriter, or by any person who controls any Underwriter, in any way any right to serve process court of competent jurisdiction in any other manner permitted by lawthe Republic of the Xxxxxxxx Islands. If either party shall commence an action, suit or proceeding to enforce any The provisions of this WarrantSection 16 shall survive any termination of this Agreement, the prevailing party in such action, suit whole or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingin part.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrantthe Warrants, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.or

Jurisdiction. All questions concerning 16.1 Each of the construction, validity, enforcement and interpretation parties hereto irrevocably submits to the non-exclusive jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New YorkYork in respect of any action or proceeding arising out of or in connection with this Agreement ("Proceedings"). Each of the parties hereto irrevocably waives, without regard to the principles fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of conflicts the venue of law thereofany such Proceedings in the courts of the State of New York and any claim that any Proceeding brought in any such court has been brought in an inconvenient forum. Each party of the Custodial Trust and MBIA Insurance agrees that it shall at all times have an authorized agent in the State of New York upon whom process may be served in connection with any Proceedings, and each of the Custodial Trust and MBIA Insurance hereby authorizes and appoints the Trustee to accept service of all legal proceedings concerning process arising out of or connected with this Agreement in the interpretations, enforcement State of New York and defense of the transactions contemplated by this Warrant service on such person (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agentssubstitute) shall be commenced exclusively deemed to be service on the Custodial Trust or MBIA Insurance, as the case may be. Except upon such a substitution, the Custodial Trust and MBIA Insurance shall not revoke any such authority or appointment and shall at all times maintain an agent for service of process in the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits If for any reason such person shall cease to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan act as agent for the adjudication service of process, the Custodial Trust and MBIA Insurance shall promptly appoint another such agent, and shall forthwith notify each other of such appointment. The submission to jurisdiction reflected in this paragraph shall not (and shall not be construed so as to) limit the right of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not person to assert take Proceedings in any suitcourt of competent jurisdiction, action or proceeding, any claim that it is not personally subject to nor shall the jurisdiction taking 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 Proceedings in any such suit, action one or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence more jurisdictions preclude the taking of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process Proceedings in any other manner jurisdiction (whether concurrently or not) if and to the extent permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Pledgor (a) hereby irrevocably submits to the construction, validity, enforcement and interpretation jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws state courts of the State of New York, without regard York and to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in United States District Court for the City Southern District of New York, Borough of Manhattan for the adjudication purpose of any dispute hereunder suit, action or in connection herewith other proceeding arising out of or with based upon this Agreement or the subject matter hereof brought by Pledgee, any transaction contemplated of its successors or assigns, (b) hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it he is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such the Collateral is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or is that this Agreement or the subject matter hereof may not be enforced in or by such court, (c) hereby waives and agrees not to seek any review of judgment of any such New York state or federal court by any court of any other jurisdiction which may be called upon to grant an inconvenient venue for enforcement of such proceedingjudgment and (d) hereby waives, to the fullest extent permitted by law, and agrees not to assert, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. Each party Pledgor hereby irrevocably waives personal consents to 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 at which notices are to it under this Warrant and be given. Pledgor agrees that such service shall constitute good its submission to jurisdiction and sufficient its consent to service of process and notice thereofby mail are made for the express benefit of Pledgee. Nothing contained herein shall be deemed to limit Final judgment against Pledgor in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall may be reimbursed enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other party for their reasonable attorneys’ fees and other costs and expenses incurred with manner provided by or pursuant to the investigation, preparation and prosecution laws of such action other jurisdiction; provided, however, that Pledgee or proceedingany Banks may at its option bring suit, or institute other judicial proceedings, against Pledgor in any state or federal court of the United States or of any country or place where Pledgor may be found or as required by applicable law, rules and regulations.

Jurisdiction. All questions concerning Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against any other party hereto or any of their respective Related Parties in any way relating to this Agreement or any other Transaction Document or the constructiontransactions contemplated hereby or thereby, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with any forum other than the internal laws courts of the State of New YorkYork sitting in New York County, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in United States District Court of the state and federal courts sitting in the City Southern District of New York. Each party hereby , and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that any such action, litigation or proceeding may be brought in any such New York State court or, to the state fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and federal courts sitting may be enforced in other jurisdictions by suit on the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder judgment or in connection herewith any other manner provided by law. Nothing herein or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action other Transaction Document shall affect any right that the Agent or proceeding, the Lenders may otherwise have to bring any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper relating to this Agreement or is an inconvenient venue for such proceedingany other Transaction Document against the Borrower or its properties in the courts of any other jurisdiction. Each party hereby hereto irrevocably waives personal consents to the service of any and all process and consents to process being served in any such suit, action or proceeding by the mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) copies of such process to such other party hereto at its address set forth beneath its signature hereto. Each party hereto irrevocably waives, to the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner fullest extent permitted by law. If either party shall commence an action, suit any objection which it may now or hereafter have to the laying of the venue of any such proceeding to enforce any provisions of this Warrant, the prevailing party brought in such action, suit or a court and any claim that any such proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of brought in such action or proceedinga court has been brought in an inconvenient forum.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkColorado, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkDenver. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan Denver for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 as provided on the signatory page (or as altered by the parties from time to time in effect for notices to it under this Warrant writing) and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation of this Warrant transactions contemplated hereby shall be governed by and construed and enforced brought in accordance with the internal laws United States District Court for the Southern District of New York sitting in the State borough of Manhattan, New York, without regard New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding or, if it does not have subject matter jurisdiction, in any New York State court sitting in the borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the principles jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning the interpretations, enforcement and defense service of the transactions contemplated by this Warrant (whether brought against a process on such party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) as provided in Section 6.8 shall be commenced exclusively in the state and federal courts sitting in the City deemed effective service of New Yorkprocess on such party. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting in referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedinghereby.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereofthereof (whether of the State of New York or any other jurisdiction) which would result in the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the constructionWith respect to any suit, validityaction or proceeding relating to this Agreement (each, enforcement a “Proceeding”), each party irrevocably (i) subject to this Section 14.3, agrees and interpretation of this Warrant shall consents to be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits subject to the exclusive jurisdiction of the United States District Court for the District of Delaware or any Delaware state and federal courts court sitting in the City of New YorkWilmington, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of Delaware (any such court, the “Court”) and (ii) waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such Court as provided in this Section 14.3, waives any claim that such suit, action or proceeding is improper or is Proceeding has been brought in an inconvenient venue forum and further waives the right to object, with respect to such Proceeding, that such Court does not have any jurisdiction over such party. Notwithstanding the foregoing, (a) if the Court adjudicating such Proceeding refuses for any reason to exercise jurisdiction over the dispute, either party shall be free to bring such proceedingProceeding in any other Court in such state as provided above and, in the event such other Court refuses for any reason to exercise jurisdiction over the dispute, either party shall be free to bring such Proceeding in any other court, and (b) if any party (the “initiating party”) commences a Proceeding in any Court, the other party (the “defending party”) shall possess and retain the right to assert in that same Proceeding all claims and defenses that the defending party may have against the initiating party, including, without limitation, all counterclaims and setoffs. Each party hereby irrevocably waives personal of Xxxxx Inc., Xxxxx Canada and Xxxxx Germany shall at all times maintain an agent for service of process and consents any other documents in proceedings in Wilmington, Delaware and hereby designates Xxxxx Pharmaceutical Group, Inc. as its agent. Each of Xxxxx Canada and Xxxxx Germany shall promptly provide PFIZER with written notice of any change in the identity of such agent. Any pleading, judgment or other notice of legal process shall be sufficiently served on each of Xxxxx Inc., Xxxxx Canada and Xxxxx Germany if delivered to process being served its agent at its then current address. Notwithstanding anything to the contrary contained herein, each party shall be entitled to seek injunctive relief and specific performance 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 court in the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereofworld. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions Portions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees Exhibit were omitted and other costs and expenses incurred have been filed separately with the investigation, preparation and prosecution Secretary of such action or proceeding.the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 70

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrantthe Warrants, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingproceeding 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 proceeding arising out of or relating to this Warrant or the transactions contemplated hereby.

Jurisdiction. All questions concerning 16.1 Each of the construction, validity, enforcement and interpretation parties hereto irrevocably submits to the non-exclusive jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New YorkYork in respect of any action or proceeding arising out of or in connection with this Agreement (“Proceedings”). Each of the parties hereto irrevocably waives, without regard to the principles fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of conflicts the venue of law thereofany such Proceedings in the courts of the State of New York and any claim that any Proceeding brought in any such court has been brought in an inconvenient forum. Each party of Radian Securities and Radian Asset agrees that it shall at all times have an authorized agent in the State of New York upon whom process may be served in connection with any Proceedings, and each of Radian Securities and Radian Asset hereby authorizes and appoints the Trustee to accept service of all legal proceedings concerning process arising out of or connected with this Agreement in the interpretations, enforcement State of New York and defense of the transactions contemplated by this Warrant service on such person (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agentssubstitute) shall be commenced exclusively deemed to be service on Radian Securities or Radian Asset, as the case may be. Except upon such a substitution, Radian Securities and Radian Asset shall not revoke any such authority or appointment and shall at all times maintain an agent for service of process in the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits If for any reason such person shall cease to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan act as agent for the adjudication service of process, Radian Securities and Radian Asset shall promptly appoint another such agent, and shall forthwith notify each other of such appointment. The submission to jurisdiction reflected in this paragraph shall not (and shall not be construed so as to) limit the right of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not person to assert take Proceedings in any suitcourt of competent jurisdiction, action or proceeding, any claim that it is not personally subject to nor shall the jurisdiction taking 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 Proceedings in any such suit, action one or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence more jurisdictions preclude the taking of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process Proceedings in any other manner jurisdiction (whether concurrently or not) if and to the extent permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State of New York, Borough of Manhattan York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right warrant to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Without limiting any Party’s right to appeal any order of the constructionBankruptcy Court, validity, enforcement and interpretation (i) the Bankruptcy Court will retain exclusive jurisdiction to enforce the terms of this Warrant shall Agreement and to decide any claims or disputes which may arise or result from, or be governed by connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and construed (ii) any and enforced all proceedings related to the foregoing will be filed and maintained only in accordance with the internal laws Bankruptcy Court, and the Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and will receive notices at such locations as indicated in Section 11.01; provided, however, that if the Chapter 11 Cases have been closed pursuant to Section 350 of the Bankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Action, in the Supreme Court of the State of New York, without regard New York County, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the principles fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of conflicts venue of law thereofany such Action brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each party of the Parties agrees that all legal proceedings concerning a judgment in any such dispute may be enforced in other jurisdictions by suit on the interpretationsjudgment or in any other manner provided by Law. Process in any such Action may be served on any party anywhere in the world, enforcement and defense whether within or without the jurisdiction of the transactions contemplated by this Warrant (whether brought against a party hereto Bankruptcy Court, the United States District Court for the District of New York or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in any state court of the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits to Without limiting the exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkforegoing, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and each Party 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 on such Party as provided in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service ‎‎‎Section 11.01 shall constitute good and sufficient be deemed effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in on such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingParty.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant Right shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant Right (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State of New York, Borough of Manhattan York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of this Right), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Right and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this WarrantRight, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant Agreement and any other of the Line of Credit Documents (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough State of Manhattan New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Line of Credit Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrantthe Line of Credit Documents, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Each of the construction, validity, enforcement and interpretation parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Warrant Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be governed by brought and construed and enforced determined in accordance with the internal laws Court of Chancery of the State of New YorkDelaware, without regard to provided, that if (and only if) such court finds it lacks subject matter jurisdiction, then any such legal action or proceeding may be brought in any federal court located in the principles State of conflicts Delaware or if (and only if) each of law thereofsuch Court of Chancery for the State of Delaware and such federal court finds it lacks subject matter jurisdiction, any other Delaware state court. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting with respect to its 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 City courts described above in Delaware, other than actions in any court of New Yorkcompetent jurisdiction to enforce any judgment, Borough decree or award rendered by any such court in Delaware as described herein. Each of Manhattan for the adjudication parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or is an inconvenient venue for (iii) this Agreement, or the subject matter hereof, may not be enforced in or by 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingcourts.

Jurisdiction. All questions concerning Any action or proceeding against any party hereto relating in any way to this Agreement or the construction, validity, enforcement and interpretation of this Warrant shall transactions contemplated hereby may be governed by and construed brought and enforced in accordance with the internal laws of federal or state courts in the State of New York, without regard to the principles and each party, on behalf of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretationsitself and its respective successors and assigns, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of each such court in respect of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby party, on behalf of itself and its respective successors and assigns, irrevocably waives personal consents to the service of process and consents to process being served in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, return receipt requested, to such party person or entity at the address for such person or entity set forth in effect for notices to it under this Warrant and agrees that Section 11(e) or such service other address as such person or entity shall constitute good and sufficient service notify the other in writing. The foregoing shall not limit the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right person or entity to serve process in any other manner permitted by lawlaw or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. If either party shall commence an actionEach party, suit on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to enforce this Agreement or the transactions contemplated hereby in any provisions court located in the State of this WarrantNew York or located in any other jurisdiction chosen by the Company in accordance with Section 11(j). Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the prevailing party State of New York is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in such action, suit any action or proceeding shall relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution pleaded any such immunity at or in respect of any such action or proceeding.

Jurisdiction. All questions concerning The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation of this Warrant transactions contemplated hereby shall be governed by and construed and enforced brought in accordance with the internal laws United States District Court for the Southern District of New York sitting in the State Borough of Manhattan, New York, without regard New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding or, if it does not have subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the principles jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning the interpretations, enforcement and defense service of the transactions contemplated by this Warrant (whether brought against a process on such party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) as provided in Section 6.8 shall be commenced exclusively in the state and federal courts sitting in the City deemed effective service of New Yorkprocess on such party. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting in referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.hereby

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws Each of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby parties irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattan the State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, other proceeding arising out of this Agreement or any claim transaction contemplated hereby. Each of the parties further agrees that it is not personally subject to the jurisdiction service of any process, summons, notice or document to such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal party’s respective address listed above in one of the manners set forth in Section 10.7 of the Purchase Agreement shall be deemed in every respect effective service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereofproceeding. Nothing contained herein shall be deemed to limit in affect the right of any way any right Person to serve process in any other manner permitted by lawLaw. If either party shall commence an Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding to enforce any provisions arising out of this WarrantAgreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, the prevailing party New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding shall be reimbursed brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such jury in any legal action or proceedingproceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkTexas, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant hereby (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be subject to Paragraph 17 hereof and if permitted thereby, shall be commenced exclusively only in the state and federal courts sitting in the City of New YorkTexas. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal Texas 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that or such suit, action or proceeding is Texas courts are 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 notices to it under this Warrant Debenture and agrees that such service Service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If either party shall commence an action, suit action or proceeding to enforce any provisions of this WarrantDebenture, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other party for their reasonable its attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning 16.1 Each of the construction, validity, enforcement and interpretation parties hereto irrevocably submits to the non-exclusive jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New YorkYork in respect of any action or proceeding arising out of or in connection with this Agreement (“Proceedings”). Each of the parties hereto irrevocably waives, without regard to the principles fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of conflicts the venue of law thereofany such Proceedings in the courts of the State of New York and any claim that any Proceeding brought in any such court has been brought in an inconvenient forum. Each party of the Custodial Trust and Radian Securities agrees that it shall at all times have an authorized agent in the State of New York upon whom process may be served in connection with any Proceedings, and each of the Custodial Trust and Radian Securities hereby authorizes and appoints the Trustee to accept service of all legal proceedings concerning process arising out of or connected with this Agreement in the interpretations, enforcement State of New York and defense of the transactions contemplated by this Warrant service on such person (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agentssubstitute) shall be commenced exclusively deemed to be service on the Custodial Trust or Radian Securities, as the case may be. Except upon such a substitution, the Custodial Trust and Radian Securities shall not revoke any such authority or appointment and shall at all times maintain an agent for service of process in the state and federal courts sitting in the City State of New York. Each party hereby irrevocably submits If for any reason such person shall cease to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan act as agent for the adjudication service of process, the Custodial Trust and Radian Securities shall promptly appoint another such agent, and shall forthwith notify each other of such appointment. The submission to jurisdiction reflected in this paragraph shall not (and shall not be construed so as to) limit the right of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not person to assert take Proceedings in any suitcourt of competent jurisdiction, action or proceeding, any claim that it is not personally subject to nor shall the jurisdiction taking 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 Proceedings in any such suit, action one or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence more jurisdictions preclude the taking of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process Proceedings in any other manner jurisdiction (whether concurrently or not) if and to the extent permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant. As between a Holder and the Company, (i) each party 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing , (nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If ), and (ii) if either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Each of the Company and the Holder hereby waives all rights to a trial by jury.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrantthe Warrants, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.or

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. (a) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of (i) any Maryland State court, and (ii) any Federal court of the state and federal courts United States sitting in the City State of New YorkMaryland, Borough of Manhattan solely for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any claim that it is Federal court of the United States sitting in the State of Maryland or, if such suit, action or other proceeding may not personally be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding is improper or is brought in any such court has been brought in an inconvenient venue for such proceedingforum. Each party hereby further irrevocably waives personal consents to the service of process and consents to process being served out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) to such party at the its address set forth in effect for notices to it under this Warrant and agrees that Agreement, such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 10.11 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. If either party The consent to jurisdiction set forth in this Section 10.11 shall commence an actionnot constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section 10.11. The parties agree that a final judgment in any such suit, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit action or proceeding shall be reimbursed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingmanner provided by law.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced determined in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action, suit action or proceeding to enforce any provisions of this Warrantthe Transaction Documents, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other party for their reasonable its attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Each of the construction, validity, enforcement and interpretation parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the Borough of Manhattan of the City of New York in connection with any matter based upon or arising out of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense Limited Guaranty or any of the transactions contemplated by this Warrant Limited Guaranty or the actions of the Guarantor or the Guaranteed Party in the negotiation, administration, performance and enforcement hereof and thereof, (whether brought against a party hereto b) agrees that it will not attempt to deny or their respective affiliatesdefeat such personal jurisdiction by motion or other request for leave from any such court, directors, officers, shareholders, partners, members, employees (c) agrees that it will not bring any action relating to this Limited Guaranty or agents) shall be commenced exclusively any of the transactions contemplated by this Limited Guaranty in any court other than the state and federal courts sitting in the City Borough of New York. Each party hereby irrevocably submits to the exclusive jurisdiction Manhattan of the state and federal courts sitting in the City of New York, Borough as described above, and (d) consents to service being made through the notice procedures set forth in Section 10. Each of Manhattan for the adjudication Guarantor and the Guaranteed Party hereby agrees that service of any dispute hereunder process, summons, notice or document by registered mail to the respective addresses set forth herein shall be effective service of process for any suit or proceeding in connection herewith with this Limited Guaranty or with any transaction the transactions contemplated hereby or discussed herein, and hereby. Each party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Limited Guaranty, 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 12, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper improper, or that this Limited Guaranty, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is an inconvenient venue for such proceedingentitled pursuant to the final judgment of any court having jurisdiction. Each party hereby irrevocably waives personal expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and other applicable Laws; provided that each such party’s consent to jurisdiction and service of process contained in this Section 12 is solely for the purpose referred to in this Section 12 and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any the State of New York other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in than for such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingpurpose.

Jurisdiction. All questions concerning The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation transactions contemplated hereby (whether brought by any party or any of this Warrant its Affiliates or against any party or any of its Affiliates) shall be governed by and construed and enforced brought in accordance with the internal laws of Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of New YorkDelaware or other Delaware state court, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense each of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party parties hereby irrevocably submits consents to the exclusive jurisdiction of such courts (and of the state and federal appropriate appellate 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof via registered law, any objection that it may now or certified mail hereafter have to the laying of the venue of any such suit, action or overnight delivery (with evidence proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of delivery) to any such court. Without limiting the foregoing, each party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein on such party as provided in ‎Section 12.01 shall be deemed effective service of process on such party. Notwithstanding anything herein to limit the contrary, any suit, action or proceeding against any Financing Sources in any way relating to this Agreement, the Financing or the transactions contemplated hereby or thereby shall be heard and determined exclusively in the United States District Court for the Southern District of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York for the purpose of any right to serve process suit, action or proceeding against the Financing Sources in any other manner permitted by law. If either party shall commence an action, suit or proceeding way relating to enforce any provisions of this WarrantAgreement, the prevailing Financing or the transactions contemplated hereby or thereby brought by any party hereto and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such action, suit any claim that it is not subject personally to the jurisdiction of the above-named court, that its property is exempt or immune from attachment or execution, that the action or proceeding shall is brought in an inconvenient forum, that the venue of the action or proceeding is improper or that this Agreement or the Financing or the transactions contemplated hereby or thereby may not be reimbursed enforced in or by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingabove-named court.

Jurisdiction. All questions concerning Any action or proceeding against any party hereto relating in any way to this Agreement or the construction, validity, enforcement and interpretation of this Warrant shall transactions contemplated hereby may be governed by and construed brought and enforced in accordance with the internal laws of the any United States federal court or New York State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively Court located in the state and federal courts sitting Borough of Manhattan in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough and each party, on behalf of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinitself and its respective successors and assigns, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of each such court in respect of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby party, on behalf of itself and its respective successors and assigns, irrevocably waives personal consents to the service of process and consents to process being served in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, return receipt requested, to such party person or entity at the address for such person or entity set forth in effect for notices to it under Section 12(d) hereof of this Warrant and agrees that Agreement or such service other address such person or entity shall constitute good and sufficient service notify the other in writing. The foregoing shall not limit the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right person or entity to serve process in any other manner permitted by lawlaw or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. If either party shall commence an actionEach party, suit on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to enforce this Agreement or the transactions contemplated hereby in any provisions court located in the Borough of this WarrantManhattan in The City of New York. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the prevailing party State of New York is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in such action, suit any action or proceeding shall relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution pleaded any such immunity at or in respect of any such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated by this Warrant (“Proceedings”) (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, membersAffiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkYork Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingProceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Court, or that such suit, action or proceeding is Proceeding has been commenced in an improper or is an inconvenient venue for such proceedingforum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence an action, suit or proceeding a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit or proceeding Proceeding shall be reimbursed by the other party for their reasonable attorneys’ its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingProceeding.

Jurisdiction. All questions concerning The parties agree that irreparable damage would occur in the construction, validity, enforcement and interpretation event that any of the provisions of this Warrant shall be governed by and construed and enforced Agreement were not performed in accordance with their specific terms or were otherwise breached and that the internal laws parties would not have any adequate remedy at law. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. The foregoing is in addition to any other remedy to which any party is entitled at law, in equity or otherwise. In addition, each of the State parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of New Yorkany judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, without 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 District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the principles personal jurisdiction of conflicts of law thereof. Each party the aforesaid courts and agrees that all legal proceedings concerning the interpretations, enforcement and defense it will not bring any action relating to this Agreement or any of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively Agreement in any court other than the state and federal courts sitting in the City of New Yorkaforesaid courts. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (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 in accordance applicable law, (b) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or is an inconvenient venue for (iii) this Agreement, or the subject matter hereof, may not be enforced in or by 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingcourts.

Jurisdiction. All questions concerning Each of the constructionparties hereto irrevocably agrees that any action, validitysuit, enforcement and interpretation claim or other legal proceeding with respect to this Agreement or in respect of this Warrant the transactions contemplated hereby brought by any other party hereto or its successors or assigns shall be governed by brought and construed and enforced determined in accordance with any federal court located in the internal laws County of New York in the State of New York or the County of New Castle in the State of Delaware of the courts of the State of New York, without York located in the County of New York or of the State of Delaware located in the County of New Castle (or any appeals courts thereof). The foregoing New York courts are hereinafter referred to as the "New York Courts" and the foregoing Delaware Courts are hereinafter referred to as the "Delaware Courts". Each of the parties hereto irrevocably submits with regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretationsany such proceeding for itself and in respect to its property, enforcement generally and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliatesunconditionally, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in aforesaid courts. Each of 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, and hereby parties hereto irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, that (i) the proceeding in any such suitcourt is brought in an inconvenient forum, action or (ii) the venue of such proceeding is improper or is an inconvenient venue for (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such proceedingcourt. Each party hereby irrevocably waives personal service Notwithstanding the foregoing, each of process and consents the parties hereto agrees that each of the other parties shall have the right to process being served in bring any such suit, action or proceeding for enforcement of a judgment entered by mailing a copy thereof via registered the aforesaid New York Courts or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process Delaware Courts in any other manner permitted by law. If either party shall commence an action, suit court or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingjurisdiction.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant This Warant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Warrant (whether brought against a party hereto State of New York or their respective affiliates, directors, officers, shareholders, partners, members, employees or agentsany other jurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of any jurisdictions other than the State of New York. Each party The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan Manhattan, for the adjudication of any dispute hereunder regarding this Warrant or in connection herewith or with any transaction contemplated hereby or discussed herein, the Warrant Shares and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is brought in an inconvenient forum or that the venue for of 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereofis improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party Nothing contained herein shall commence an action, be deemed or operate to preclude the Holder from bringing suit or proceeding taking other legal action against the Company in any other jurisdiction with regard to the Company’s obligations to the Holder or to enforce any provisions a judgment or other court ruling in favor of this Warrantthe Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, the prevailing party in such actionAND AGREES NOT TO REQUEST, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Jurisdiction. All This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity, enforcement interpretation and interpretation performance of this Warrant shall be governed by and construed and enforced in accordance with by, the internal laws of the State of New YorkNevada, without regard giving effect to the principles of conflicts any choice of law thereofor conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. Each party agrees that all legal proceedings Any action brought by the Company concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliatesany other agreement, directorscertificate, officers, shareholders, partners, members, employees instrument or agents) document contemplated hereby shall be commenced exclusively brought only in a state or federal court located in the State of Nevada. Any action brought by the Holder concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in either (a) a state and or federal courts sitting court located in the City State of New YorkNevada, or (b) a state or federal court located in the Commonwealth of Massachusetts. Each party hereby irrevocably submits Notwithstanding anything in the foregoing to the exclusive jurisdiction contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the state and federal courts sitting Holder to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of the City Holder, including through a legal action in any court 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, and competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding is improper or is brought in an inconvenient forum or that the venue for of such proceedingsuit, action or proceeding is improper (including but not limited to based upon forum non conveniens). Each party hereby THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party Company at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the The prevailing party in such actionany action or dispute brought in connection with this Warrant or any other agreement, suit certificate, instrument or proceeding document contemplated hereby or thereby shall be reimbursed by entitled to recover from the other party for their its reasonable attorneys’ attorney’s fees and costs. If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingjurisdiction.

Jurisdiction. All questions concerning Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby may be brought in the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New York, without regard York located in New York City or of the United States of America for the Southern District of New York and hereby expressly submits to the principles personal jurisdiction and venue of conflicts such courts for the purposes thereof and expressly waives any claim of law thereof. Each party agrees improper venue and any claim that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal such courts sitting in the City of New Yorkare an inconvenient forum. Each party hereby irrevocably submits consents 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 of any of the aforementioned courts pursuant to process being served a contractual provision in any such suit, action or proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, to such party at the address set forth in effect for notices to it under this Warrant and agrees that Section 15.2, such service shall constitute good and sufficient service of process and notice thereofto become effective 10 days after such mailing. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an actionTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, suit or proceeding to enforce any provisions of this WarrantEACH PARTY HEREBY WAIVES, the prevailing party in such actionAND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigationDEFENDANT OR OTHERWISE), preparation and prosecution of such action or proceedingANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY FUNDAMENTAL DOCUMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR OTHERWISE.

Jurisdiction. All questions concerning Each of the construction, validity, enforcement parties hereto (a) irrevocably and interpretation unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws Court of Chancery of the State of New YorkDelaware, without regard to or, if that court does not have jurisdiction, the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense Superior Court of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliatesState of Delaware, directorsor, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively if the subject matter of the action is one over which exclusive jurisdiction is vested in the state and courts of the United States of America, a federal courts court sitting in the City State of New York. Each party hereby irrevocably submits Delaware (collectively, the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the Exchange and the other transactions contemplated hereby, (b) waives any objection to the exclusive jurisdiction laying of venue of any such litigation in any of the state and federal courts sitting Delaware Courts, (c) agrees not to plead or claim in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or such court that such litigation brought therein has been brought in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, an inconvenient forum and agrees not otherwise to assert in any suit, action attempt to deny or proceeding, any claim that it is not personally subject to the defeat such personal jurisdiction of or venue by motion or other request for leave from any such court, and (d) agrees that such suitit will not bring any Action in connection with any dispute, action claim, or proceeding is improper controversy arising out of or is an inconvenient venue for such proceedingrelating to this Agreement or the Exchange and the other transactions contemplated hereby, in any court or other tribunal, other than any of the Delaware Courts. All Actions arising out of or relating to this Agreement or the Exchange and the other transactions contemplated hereby shall be heard and determined in the Delaware Courts. Each party of the parties hereto hereby irrevocably waives personal and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the Exchange and consents to process being served in any the other transactions contemplated hereby may be made upon such suitparty by prepaid certified or registered mail, action or proceeding by with a validated proof of mailing a copy thereof via registered or certified mail or overnight delivery (with receipt constituting evidence of delivery) valid service, directed to such party at the address specified in Section 16 hereof. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect for notices to it under this Warrant and agrees that as if served upon such service shall constitute good and sufficient service party personally within the State of process and notice thereofDelaware. Nothing contained herein shall be deemed to limit in any way any right to serve or prohibit service of process in by any other manner as may be permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingapplicable Law.

Jurisdiction. All questions concerning The parties hereto agree that any suit, Action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the construction, validity, enforcement and interpretation transactions contemplated hereby (whether brought by any party or any of this Warrant its Affiliates or against any party or any of its Affiliates) shall be governed by and construed and enforced brought in accordance with the internal laws of Delaware Chancery Court located in New Castle County, Delaware or, if such court shall not have jurisdiction, any federal court located in the State of New YorkDelaware or other Delaware state court, without regard and each of the parties hereby irrevocably consents to the principles exclusive jurisdiction of conflicts such courts (and of law thereofthe appropriate appellate courts therefrom) in any such suit, Action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, Action or proceeding in any such court or that any such suit, Action or proceeding brought in any such court has been brought in an inconvenient forum. Each Process in any such suit, Action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that all legal proceedings concerning service of process on such party as provided in Section 11.01 shall be deemed effective service of process on such party. Notwithstanding anything herein to the interpretationscontrary, enforcement and defense of any suit, action or proceeding against any Financing Sources in any way relating to this Agreement, the Financing or the transactions contemplated by this Warrant (whether brought against a party hereto hereby or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) thereby shall be commenced heard and determined exclusively in the state and federal courts sitting in United States District Court for the City Southern District of New York. Each party The parties hereto hereby irrevocably submits (i) submit to the exclusive jurisdiction of the state and federal courts sitting in United States District Court for the City Southern District of New York, Borough of Manhattan York for the adjudication purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding against the Financing Sources in any way relating to this Agreement, the Financing or the transactions contemplated hereby or thereby brought by any party hereto and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally subject to the jurisdiction of any such the above- named court, that such suitits property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper or is an inconvenient venue for such proceeding. Each party that this Agreement or the Financing or the transactions contemplated hereby irrevocably waives personal service of process and consents to process being served or thereby may not be enforced in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingabove-named court.

Jurisdiction. All questions concerning The Borrower hereby irrevocably submits to the construction, validity, enforcement and interpretation jurisdiction of this Warrant shall be governed by and construed and enforced in accordance with the internal laws courts of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement York and defense of the transactions contemplated by this Warrant (whether United States District Court for the Southern District of New York in any action or proceeding brought against a party hereto it by the Agent or their respective affiliates, directors, officers, shareholders, partners, members, employees the Lenders under this Agreement or agents) shall be commenced exclusively in under any document delivered hereunder and the state and federal courts sitting in the City of New York. Each party Borrower hereby irrevocably submits to the exclusive jurisdiction appoints SEACOR Management Services Inc. with an office at 1370 Avenue of the state and federal courts sitting in the City of Americas, New York, Borough New York, its attorney-in-fact and agent for service of Manhattan for the adjudication summons or other legal process thereon, which service may be made by serving a copy of any dispute hereunder summons or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert other legal process in any suit, such action or proceeding, any claim that it proceeding on such agent and such agent is not personally subject hereby authorized and directed to accept by and on behalf of the jurisdiction Borrower service of summons and other legal process of any such court, that such suit, action or proceeding is improper against the Borrower. The service, as herein provided, of such summons or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of other legal process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed deemed personal service and accepted by the other party Borrower as such, and shall be legal and binding upon the Borrower for their reasonable attorneys’ fees and other costs and expenses incurred with all the investigation, preparation and prosecution purposes of any such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of a Borrower to any Lender or the Agent) against the Borrower in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. The Borrower will advise the Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other agent appointed by the Borrower shall not be conveniently available for such service or if the Borrower fails to maintain an agent as provided herein, the Borrower hereby irrevocably appoints the person who then is the Secretary of State of the State of New York as such attorney-in-fact and agent. The Borrower will advise the foregoing agent of the appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Agent or the Lenders may bring any legal action or proceeding in any other appropriate jurisdiction.

Jurisdiction. All questions concerning the constructionEach of Target, validity, enforcement Acquiror and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party Acquisition Sub hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state courts of the State of Delaware and federal courts sitting of the United States of America located in the City State of New York, Borough Delaware (the “Delaware Courts”) for any litigation arising out of Manhattan for or relating to this Agreement and the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, (and agrees not to assert commence any litigation relating thereto except in such courts), waives any suit, action or proceeding, any claim that it is not personally subject objection to the jurisdiction laying of venue of any such courtlitigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient forum; provided, however, that nothing in this Section 9.6 is intended to waive the right of any party to remove any such suit, action or proceeding is improper or is commenced in any such Delaware state court to an inconvenient venue appropriate Delaware federal court to the extent the basis for such proceedingremoval exists under applicable law. Each party Acquiror and the Subsidiaries hereby irrevocably waives personal (a) appoint CT Corporation System (the “Process Agent”), with an office on the date hereof in Wilmington, Delaware as their agent to receive on behalf of either of them service of copies of the summons and complaint and any other process and consents to process being which may be served in any such suitlitigation, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of deliveryb) to such party at the address in effect for notices to it under this Warrant and agrees agree that such service shall constitute good and sufficient service of process may be made on Acquiror or Acquisition Sub by mailing, by certified mail, a copy of such summons, complaint or other process to Acquiror or Acquisition Sub in care of the Process Agent at the Process Agent’s above address, with a copy to Acquiror or Acquisition Sub, as applicable, at its address for notice specified herein, and notice thereof(c) authorizes and directs the Process Agent to accept such service on their behalf. Nothing contained herein shall Target hereby irrevocably (i) appoints the Process Agent as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be deemed to limit served in any way such litigation, (ii) agrees that service of process may be made on Target by mailing, by certified mail, a copy of such summons, complaint or other process to Target in care of the Process Agent at the Process Agent’s above address, with a copy to Target at its address for notice specified herein, and (iii) authorizes and directs the Process Agent to accept such service on behalf of Target. As an alternative method of service, the parties further agree that the mailing by certified or registered mail, return receipt requested, of any right process required by such courts, to serve the address specified in Section 9.3, shall constitute valid and lawful service of process in against them, without necessity for service by any other manner permitted means provided by law. If either party shall commence an action, suit statute or proceeding to enforce any provisions rule of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingcourt.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan New York County, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit suit, or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation preparation, and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of (a) any Delaware State court, and (b) any Federal court of the state and federal courts United States sitting in the City State of New YorkDelaware, Borough of Manhattan solely for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any claim that it is Federal court of the United States sitting in the State of Delaware or, if such suit, action or other proceeding may not personally be brought in such court for reasons of subject matter jurisdiction, in any Delaware State court. Each party irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Delaware State court, and (ii) any Federal court of the United States sitting in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding is improper or is brought in any such court has been brought in an inconvenient venue for such proceedingforum. Each party hereby further irrevocably waives personal consents to the service of process and consents to process being served out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing a copy of copies thereof via by registered or certified mail or overnight delivery (with evidence of delivery) to such party at the its address set forth in effect for notices to it under this Warrant and agrees that Agreement, such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 2.4 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. If either party The consent to jurisdiction set forth in this Section 2.4 shall commence an actionnot constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 2.4. The parties agree that a final judgment in any such suit, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit action or proceeding shall be reimbursed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigationmanner provided by law. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, preparation and prosecution of such action or proceedingAND 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, OR 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 2.4.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. i. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all All legal proceedings Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Holder and the Company each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby The Holder and the Company irrevocably each irrevocably each 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 it at the address in effect for notices to it under this Warrant the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party the Holder or the Company shall commence an action, suit action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other non-prevailing party for their its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning Each of the constructionparties hereto hereby (a) agrees that any claim, validitysuit, enforcement action, or other proceeding, directly or indirectly, arising out of, under or relating to this Agreement, its negotiation or the transactions contemplated by this Agreement, will be heard and interpretation determined in the United States District Court for the Southern District of New York (and each agrees that no such claim, action, suit, or other proceeding relating to this Warrant shall Agreement will be governed brought by and construed and enforced it or any of its affiliates except in accordance with such court), subject to any appeal, provided that if jurisdiction is not then available in the internal laws United States District Court for the Southern District of New York, then any such claim, suit, action, or other proceeding may be brought in any Xxx Xxxx Xxxxx court sitting in New York County or any federal court located in the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement (b) irrevocably and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably unconditionally submits to the exclusive jurisdiction of any such court in any such claim, suit, action, or other proceeding and irrevocably and unconditionally waives the state and federal courts sitting in defense of an inconvenient forum to the City of New York, Borough of Manhattan for the adjudication maintenance of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch claim, and hereby irrevocably waives, and agrees not to assert in any suit, action action, or other proceeding, any claim (c) agrees that it is will not personally subject attempt to the deny or defeat such personal jurisdiction of by motion or other request for leave from any such court, and (d) agrees that such suit, it will not bring any action relating to this Agreement or proceeding is improper any of the Transactions contemplated by this Agreement in any court other than the Federal or is an inconvenient venue for such proceedingstate courts referenced above. Each party hereby irrevocably waives personal of the parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice, or document by U.S. registered mail to such Person’s respective address set forth in Section 9.2 will be effective service of process and consents for any claim, action, suit, or other proceeding in New York with respect to process being served any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final judgment in any such claim, suit, action action, or other proceeding will be conclusive, subject to any appeal, and may be enforced in other jurisdictions by mailing a copy thereof via registered suit on the judgment or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted provided by lawapplicable Law. If either In connection with any such proceeding that results in a judgment, the non-prevailing party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, will pay the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their its reasonable attorneys’ fees and other costs and expenses (including attorney’s fees and expenses) incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the provisions of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Rochester, New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Rochester, New York, Borough of Manhattan York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceedingimproper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing delivering 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 Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Each party hereto (including its affiliates, agents, officers, directors and employees) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence an action, suit action or proceeding to enforce any provisions provision of this the Warrant, then the prevailing party in such action, suit action or proceeding shall be reimbursed by the other party for their reasonable its attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws Each of the Guarantor and the Security Trustee (for itself and for and on behalf of the other Beneficiaries) agrees that the U.S. federal and State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively York courts located in the state and federal courts sitting in the Borough of Manhattan, The City of New York. Each party hereby irrevocably submits York shall have jurisdiction to the exclusive jurisdiction of the state hear 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, and hereby irrevocably waives, and agrees not to assert in determine any suit, action or proceeding, and to settle any claim that it is not personally subject disputes, which may arise out of or in connection with this Guarantee and, for such purposes, submits to the jurisdiction of such courts. Each of the Guarantor and the Security Trustee (for itself and for and on behalf of the other Beneficiaries) waives any objection that it might now or hereafter have to the U.S. federal or State of New York courts located in the Borough of Manhattan, The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Guarantee and agrees not to claim that any such courtcourt is not a convenient or appropriate forum. The Guarantor has irrevocably designated, appointed and empowered the Corporation Service Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that such may be served in any suit, action or proceeding is improper brought against such party in any United States or is an inconvenient venue state court arising out of or relating to this Guarantee. If for any reason any such proceedingdesignee, appointee and agent hereunder shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Clause 15.1 satisfactory to the Security Trustee (for itself and for and on behalf of the other Beneficiaries). Each party of the Guarantor and the Security Trustee further hereby irrevocably waives personal consents and agrees to the service of process any and consents to process being served all legal process, summons, notices and documents in any such suit, action or proceeding by mailing against such party by, (i) in the case of the Guarantor, serving a copy thereof via upon the relevant agent for service of process referred to in this Clause 15.1 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service), or (ii) in the case of the Guarantor or the Security Trustee, by mailing copies thereof by registered or certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, to such party at its address specified in or designated pursuant to Clause 16. The Guarantor agrees that the address in effect for notices failure of any such designee, appointee and agent to give any notice of such service to it under this Warrant and agrees that shall not impair or affect in any way the validity of such service shall constitute good and sufficient service of process and notice thereofor any judgment rendered in any action or proceeding based thereon. Nothing contained herein shall in any way be deemed to limit in any way any right the ability of the Security Trustee (for itself and for and on behalf of the other Beneficiaries) to serve process any such legal process, summons, notices and documents in any other manner permitted by law. If either Applicable Law or to obtain jurisdiction over the other party shall commence an actionor bring suits, suit actions or proceeding to enforce any provisions of this Warrant, proceedings against the prevailing other party in such actionother jurisdictions, suit or proceeding shall and in such manner, as may be reimbursed permitted by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedingApplicable Law.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholdersstockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 notices to it under this Warrant and agrees that that, subject to applicable law, such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws. This paragraph shall survive any termination of this Warrant, in whole or in part.