Common use of Submission to Jurisdiction Clause in Contracts

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof10.1. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative party irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative party irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative any 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative any party in any action, proceeding or claim. Each of the Company and the Representative party waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company Each party agrees that the Underwriters other party shall be entitled to recover all of their its reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are is the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waiveswaive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative each Underwriter irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative each Underwriter irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative any Underwriter 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative such Underwriter in any action, proceeding or claim. Each of the Company and the Representative each Underwriter waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding Each of the foregoing, any action based on this Agreement may be instituted by Company and the Underwriters in any competent court. The Company agrees that the Underwriters other shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waiveswaive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering Offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waiveswaive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative parties hereto irrevocably submits to the non-exclusive jurisdiction of (i) agrees that any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to based upon this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering transactions contemplated hereby may be instituted in any Federal court located in the State of the Securities. Each of the Company and the Representative irrevocably New York, (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought and (iii) submits to the non-exclusive jurisdiction of such courts in such a court and any claim that any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process against it arising out of or summons to be served upon the Company based on this Agreement or the Representative transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Company has appointed ING Financial Holdings Corporation, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served by transmitting a copy thereof by registered in any such action arising out of or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company based on this Agreement or the Representative transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, waives any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding The Company represents and warrants that the foregoingAuthorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any action based on this Agreement and all documents and instruments, that may be instituted by necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Underwriters Authorized Agent in any competent courtthe State of New York. The Company agrees that will notify the Underwriters Representatives of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Company shall be entitled to recover all deemed, in every respect, effective service of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with process upon the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYCompany.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company Local Borrowing Subsidiary hereby irrevocably and the Representative irrevocably unconditionally submits to the non-exclusive jurisdiction of any New York State state or United States Federal federal court sitting in the City of New YorkYork and any competent court of the jurisdiction under the laws of which such Local Borrowing Subsidiary is organized (the “local court”), Borough of Manhattanand any appellate court from any thereof, over in any suit, action or proceeding arising out of or relating to this Agreement, the Registration StatementNotes or any Draft. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state court or local court or, to the Sale Preliminary Prospectus extent permitted by law, in such federal court. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally waives, to the Prospectus fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or the offering proceeding in any such court and any right of jurisdiction on account of the Securitiesplace of residence or domicile of such Local Borrowing Subsidiary. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally appoints the Company as its agent to receive on behalf of such Local Borrowing Subsidiary and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding in any such New York state or federal court. In any such action or proceeding in such New York state or federal court sitting in the City of New York, such service may be made on such Local Borrowing Subsidiary by delivering a copy of such process to such Local Borrowing Subsidiary in care of the Company at the Company’s address listed in Section 10.2 and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Local Borrowing Subsidiary (such service to be effective upon such receipt by the Company and the Representative depositing of such process in the mails as aforesaid). Each Local Borrowing Subsidiary hereby irrevocably waivesand unconditionally authorizes and directs the Company to accept such service on its behalf. Each Local Borrowing Subsidiary hereby agrees that, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served enforced in other jurisdictions by transmitting a copy thereof by registered suit on the judgment or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted other manner provided by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. (a) Each First Priority Representative, on behalf of itself and the other First Priority Secured Parties represented by it, and each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, and the Loan Parties hereby agree that each First Priority Secured Party, each Second Priority Secured Party and each Loan Party shall irrevocably and unconditionally submit, for itself and its property, to the exclusive general jurisdiction of the Company and Supreme Court of the Representative irrevocably submits to the non-exclusive jurisdiction State of any New York State or and of the United States Federal court District Court of the Southern District of New York, sitting in the Borough of Manhattan in the City of New York, Borough and any appellate court from any thereof (except that, (x) in the case of Manhattanany Mortgage or other Security Document, over proceedings may also be brought by the applicable First Priority Representative or Second Priority Representative in the state in which the respective mortgaged property or Common Collateral is located or any suitother relevant jurisdiction and (y) in the case of any Insolvency Proceedings with respect to any Loan Party, actions or proceedings related to this Agreement and the other First Priority Documents or Second Priority Documents may be brought in such court holding such Insolvency Proceedings), in any action or proceeding arising out of or relating to this Agreement, the Registration Statementor for recognition or enforcement of any judgment with respect to this Agreement, the Sale Preliminary Prospectus and each First Priority Representative, on behalf of itself and the Prospectus or the offering other First Priority Secured Parties represented by it, and each Second Priority Representative, on behalf of the Securities. Each of the Company itself and the Representative other Second Priority Secured Parties represented by it, and the Loan Parties hereby irrevocably waivesand unconditionally agree that all of their respective claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law, any objection in such Federal court. Each First Priority Representative, on behalf of itself and the other First Priority Secured Parties represented by it, and each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, and the Loan Parties hereby further agree that they may now or hereafter have to the laying of venue of a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served enforced in other jurisdictions by transmitting a copy thereof by registered suit on the judgment or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted other manner provided by applicable law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over agrees that any suit, action or proceeding against the Company or the Bank brought by the Underwriters or by any person who controls the Underwriters, arising out of or relating to based upon this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering transactions contemplated hereby may be instituted in any state or federal court in the Borough of the Securities. Each Manhattan, The City of the Company and the Representative irrevocably waivesNew York, New York, and, to the fullest extent permitted by law, irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in any such a court suit, action or proceeding. The Company and any claim that the Bank will each irrevocably appoint Banco Santander, S.A., New York Branch as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process arising out of or summons to be served upon the Company based on this Agreement or the Representative transactions contemplated hereby which 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative instituted in any actionstate or federal court in the Borough of Manhattan, proceeding The City of New York, New York, by the Underwriters or claim. Each of by any person who controls the Underwriters, and the Company and the Representative waives, Bank each expressly consents to the fullest extent permitted by lawjurisdiction of any such court in respect of any such suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and the Bank each represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company and the Bank each agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or the Bank, as the case may be, shall be deemed, in every respect, effective service of process upon the Company or the Bank. Notwithstanding the foregoing, any suit, action or proceeding based on this Agreement may be instituted by the Underwriters an Underwriter in any competent court. court in The Company agrees that the Underwriters shall be entitled to recover all Kingdom of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSpain.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, . Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. (a) Each of the Company Company, the Guarantors and the Representative Investor irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company Company, the Guarantors and the Representative Investor irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any To the extent that any of the Company, the Guarantors and the Investor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company, the Guarantors and the Investor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) Each of the Company and the Guarantors hereby agrees to irrevocably designate and appoint Corporation Service Company, as its agent for service of process (together with any successor appointment below, the “Company Process Agent”) on or summons to before the date of this Agreement in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be served made upon it at the office of such then current Company Process Agent and such service shall be deemed in every respect effective service of process upon the Company or and the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Guarantors in any action, proceeding such suit or claimproceeding. Each of the Company and the Representative Guarantors waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding Each of the foregoingCompany and the Guarantors represents and warrants that such agent has agreed to act as the Company’s and the Guarantors’ agent for service of process, as the case may be, and each of the Company and the Guarantors agrees to take any action based and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. (c) The Investor hereby agrees to irrevocably designate and appoint Corporation Service Company, as its agent for service of process (together with any successor appointment below, the “Investor Process Agent”) on or before the date of this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any suit, action or proceeding and/or incurred described in connection with the preparation therefor if preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of them are such then current Investor Process Agent and such service shall be deemed in every respect effective service of process upon the prevailing party Investor in any such action suit or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESThe Investor waives, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWto the fullest extent permitted by law, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYany other requirements of or objections to personal jurisdiction with respect thereto. The Investor represents and warrants that such agent has agreed to act as the Investor’s agent for service of process, as the case may be, and the Investor agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Submission to Jurisdiction. Each of the The Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration StatementDisclosure Package, the Sale Preliminary Prospectus and Prospectus, the Prospectus Registration Statement or the offering of the Offered Securities. Each of the The Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon To the extent that the Company has or hereafter may acquire any immunity (on the Representative may be served by transmitting a copy thereof by registered grounds of sovereignty or certified mailotherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingsuch suit, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred including without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in connection with any such suit, action or proceeding in the preparation therefor if Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address shall be deemed in every respect effective service of process upon the Company in any of them are the prevailing party in such suit, action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand service of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’ address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYaction or proceeding.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. The Company hereby appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as agent for service of process. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Issuer and each Subsidiary Guarantor not organized in the United States hereby appoints the Company as its agent for service of process in any suit, action or proceeding with respect to this Indenture, the Notes and the Representative irrevocably submits to Note Guarantees and for actions brought under the non-exclusive jurisdiction of U.S. federal or state securities laws brought in any New York State U.S. federal or United States Federal state court sitting located in the Borough of Manhattan in the County and City of New York. The Company hereby acknowledges and accepts its appointment by the Issuer and each Subsidiary Guarantor not organized in the United States. Such service may be made by mailing or delivering a copy of such process to the Issuer or such Subsidiary Guarantor not organized in the United States in care of the Company at its address as specified in Section 11.1 of this Indenture (or such other address as provided in a written notice to the Trustee). The Company, the Issuer and each Subsidiary Guarantor irrevocably and unconditionally submit to the exclusive jurisdiction of the U.S. federal or state courts sitting in the Borough of Manhattan, Manhattan in the County and City of New York over any suit, action or proceeding arising out of or relating to this AgreementIndenture, the Registration StatementNotes or the Note Guarantees and for actions brought under the U.S. federal or state securities laws. Service of any process on the Company in any such action (and written notice of such service to the Issuer) shall be effective service of process against the Issuer or any Guarantor with respect to any such suit, action or proceeding. The Company, the Sale Preliminary Prospectus Issuer and the Prospectus or the offering of the Securities. Each of the Company each Subsidiary Guarantor irrevocably and the Representative irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any A final judgment in any such process suit, action or summons to be served upon the Company or the Representative 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 proceeding brought in Section 9.1 hereof. Such mailing any such court shall be deemed personal service and shall be legal conclusive and binding upon the Company or Company, the Representative Issuer and each Subsidiary Guarantor and may be enforced in any actionother courts to whose jurisdiction the Issuer is or may be subject, proceeding or claimby suit upon judgment. Each The Company, the Issuer and each Subsidiary Guarantor further agrees that nothing herein shall affect any Holder’s right to effect service of the Company and the Representative waives, to the fullest extent process in any other manner permitted by law, any other requirements of law or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any bring a suit action or proceeding and/or incurred (including a proceeding for enforcement of a judgment) in connection any other court or jurisdiction in accordance with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYapplicable law.

Submission to Jurisdiction. Each of the Company and the Representative The Bank irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over agrees that any suit, action or proceeding against the Bank brought by the Underwriters or by any person who controls the Underwriters, arising out of or relating to based upon this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering transactions contemplated hereby may be instituted in any state or federal court in the Borough of the Securities. Each Manhattan, The City of the Company and the Representative irrevocably waivesNew York, New York, and, to the fullest extent permitted by law, irrevocably waives any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in any such a court and any claim that suit, action or proceeding. The Bank has irrevocably appointed Banco Santander, S.A., New York Branch as its Authorized Agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process arising out of or summons to be served upon the Company based on this Agreement or the Representative transactions contemplated hereby which 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative instituted in any actionstate or federal court in the Borough of Manhattan, proceeding The City of New York, New York, by the Underwriters or claim. Each of by any person who controls the Company Underwriters and the Representative waives, Bank each expressly consents to the fullest extent permitted by lawjurisdiction of any such court in respect of any such suit, action or proceeding, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Bank each agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank, as the case may be, shall be deemed, in every respect, effective service of process upon the Bank. Notwithstanding the foregoing, any suit, action or proceeding based on this Agreement may be instituted by the Underwriters an Underwriter in any competent court. court in The Company agrees that the Underwriters shall be entitled to recover all Kingdom of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSpain.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waiveswaive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 OUR OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative parties irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, legal action or proceeding arising out of or relating to this Agreement, the Registration StatementDebt Financing Commitment, the Sale Preliminary Prospectus Debt Financing, the Debt Financing Agreements or the transactions contemplated hereby or thereby, brought by any party or its successors or assigns against any other party shall be brought and determined in the County of New York, State of New York, provided, that if jurisdiction is not then available in the County of New York, State of New York, then any such legal action or proceeding may be brought in any federal court located in the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement, the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements and the Prospectus transactions contemplated hereby or the offering of the Securitiesthereby. Each of the Company parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the Representative parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements or the transactions contemplated hereby or thereby, (a) any claim that it is not personally subject to the fullest extent permitted by lawjurisdiction 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 objection such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that they may now (i) the suit, action or hereafter have to proceeding in any such court is brought in an inconvenient forum, (ii) the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suitis improper or (iii) this Agreement, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company Debt Financing Commitment, the Debt Financing Agreements or the Representative subject matter hereof or thereof, may not be served enforced in or 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect theretosuch courts. Notwithstanding the foregoing, any action based on this Agreement may the parties agree that disputes with respect to the matters referenced in Section 2.6 shall be instituted resolved by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYIndependent Accounting Firm as provided therein.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 Section9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the The Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Disclosure Package, the Prospectus, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Registered Securities. Each of the The Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon To the extent that the Company has or hereafter may acquire any immunity (on the Representative may be served by transmitting a copy thereof by registered grounds of sovereignty or certified mailotherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingsuch suit, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred including without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in connection with any such suit, action or proceeding in the preparation therefor if Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address shall be deemed in every respect effective service of process upon the Company in any of them are the prevailing party in such suit, action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand service of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’ address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYaction or proceeding.

Submission to Jurisdiction. Each of the Company and the Representative parties hereto irrevocably submits to the non-exclusive jurisdiction of the federal courts located in Delaware, or if such courts do not have jurisdiction, in any New York State or United States Federal Delaware state court sitting in for the City purposes of New York, Borough of Manhattan, over any suit, action or other proceeding arising out of this Agreement or relating to this Agreementany transaction contemplated hereby, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering each of the Securitiesparties hereto agrees to commence any action, suit or proceeding relating hereto in the federal courts located in Delaware or, if such courts do not have jurisdiction, in any Delaware state court. Each of the Company 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 above shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction pursuant to this Section 14. Each of the parties irrevocably and the Representative irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the above noted jurisdictions, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such suitcourt that any such action, action suit or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process forum or summons to be served upon the Company raise any similar defense or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceedingobjection. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION BETWEEN THE PARTIES HERETO, DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY DISPUTES RELATED HERETO. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO AGENT, REPRESENTATIVE OR RELATING ATTORNEY OF ANY OF THE OTHER PARTIES HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 14.

Submission to Jurisdiction. Each of the The Company and the Representative hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting the federal and state courts in the Borough of Manhattan in The City of New York, Borough of Manhattan, over York in any suit, action suit or proceeding arising out of this Agreement, or relating to any of the agreements or transactions contemplated by this Agreement, the Registration Statement, the Sale Preliminary Pricing Disclosure Package, any Prospectus and the Final Prospectus and agrees that all claims in respect of any such suit or the offering of the Securitiesproceeding may be heard and determined in any such court. Each of the The Company irrevocably and the Representative irrevocably unconditionally waives, to the fullest extent permitted by law, any (i) objection that they may now or hereafter have to the laying of venue of any such suitsuit or proceeding, action or proceeding brought in such a court and including any claim that such suit or proceeding is brought in an inconvenient forum and (ii) any immunity from jurisdiction, in federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such suit, action court that any such suit or proceeding brought in any such a court has been brought in an inconvenient forum. Any such process or summons The Company further agrees to be served upon the Company or the Representative take any and all action as may be served by transmitting necessary to maintain such designation and appointment of such agent in full force and effect for a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at period of seven years from the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each date of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceedingAgreement. EACH PARTY HEREBY IRREVOCABLY WAIVESOF THE PARTIES HERETO (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE CONTROLLING PERSONS, OFFICERS, DIRECTORS, MANAGERS, EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE PRICING DISCLOSURE PACKAGE, ANY PROSPECTUS AND THE FINAL PROSPECTUS.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative parties hereto irrevocably submits to the non-exclusive jurisdiction of (i) agrees that any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to based upon this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering transactions contemplated hereby may be instituted in any Federal court located in the State of the Securities. Each of the Company and the Representative irrevocably New York, (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought and (iii) submits to the non-exclusive jurisdiction of such courts in such a court and any claim that any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process against it arising out of or summons to be served upon the Company based on this Agreement or the Representative transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Company has appointed Corporation Service Company, Albany, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served by transmitting a copy thereof by registered in any such action arising out of or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company based on this Agreement or the Representative transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consent to the jurisdiction of any such court in respect of any such action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, waives any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding The Company represents and warrants that the foregoingAuthorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any action based on this Agreement and all documents and instruments, that may be instituted by necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Underwriters Authorized Agent in any competent courtthe State of New York. The Company agrees that will notify the Underwriters Representatives of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Company shall be entitled to recover all deemed, in every respect, effective service of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with process upon the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYCompany.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 Section10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. (a) Each of the Company parties hereto hereby irrevocablY acknowledges and consents that any legal action or proceeding brought with respect to any of the Representative irrevocably submits obligations arising under or relating to this Agreement may be brought in the non-exclusive jurisdiction courts of any the State of New York State or in the United States Federal court sitting in District Court for the City Southern District of New York, Borough as the party bringing such action or proceeding may elect, and each of Manhattanthe parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, over for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Subject to Section 5.7(b), the foregoing shall not limit the rights of any party to serve process in any other manner permitted by law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties to this Agreement. (b) Each of the parties hereto hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal action or proceeding with respect to this Agreement. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering Agreement in any of the Securities. Each of the Company courts referred to in Section 5.7(a) and the Representative hereby further irrevocably waives, to the fullest extent permitted by law, waives any objection claim that they may now or hereafter have to the laying of venue of any such court is not a convenient forum for any such suit, action or proceeding brought in such a court and any claim proceeding. (c) The parties hereto agree that any such suit, action judgment obtained by any party hereto or proceeding brought in such a court has been brought in an inconvenient forum. Any such process its successors or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or claim. Each of the Company and the Representative waivesits successors or assigns), be enforced in any jurisdiction, to the fullest extent permitted by law, Applicable Law. (d) The parties hereto agree that the remedy at law for any other requirements breach of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted inadequate and that should any dispute arise concerning the sale or disposition of any Shares or the voting thereof or any other similar matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Underwriters parties hereto may have. (e) The parties hereto agree that the prevailing party or parties, as the case may be, in any competent court. The Company agrees that action, suit, arbitration or other proceeding arising out of or with respect to this Agreement or the Underwriters transactions contemplated hereby shall be entitled to recover reimbursement of all costs of their litigation, including reasonable attorneys’ fees ' fees, from the non-prevailing party. For purposes of this Section 5.7(e), each of the "prevailing party" and expenses relating the "non-prevailing party" in any action, suit, arbitration or other proceeding shall be the party designated as such by the court, arbitrator or other appropriate official presiding over such action, suit, arbitration or other proceeding, such determination to any action or proceeding and/or incurred in connection with be made as a part of the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjudgment rendered thereby.

Submission to Jurisdiction. Each of the The Company and the Representative hereby (a) irrevocably submits to the non-exclusive personal jurisdiction of any New York State Delaware state or United States Federal federal court sitting in Delaware (the City of New York, Borough of Manhattan, "Delaware Courts") over any suit, action or proceeding Claim arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus Agreement and the Prospectus or the offering of the Securities. Each of the Company irrevocably agrees that all such Claims may be heard and the Representative determined in such Delaware Court and (b) irrevocably waives, to the fullest extent permitted by lawapplicable Law, any objection that they it may now or hereafter have to the laying of venue of in any such suit, action or proceeding brought in such a court any Delaware Court and any claim Claim that any such suit, action or proceeding brought in such a court Delaware Court has been brought in an inconvenient forum. Any such process or summons ; provided, however, that nothing in this Section 6.10 is intended to be served upon waive the right of the Company or any Holder to remove any such action or proceeding commenced in any Delaware Court to another Delaware Court to the Representative extent the basis for such removal exists under applicable Law. The Company hereby irrevocably (i) appoints its then current designated agent for service of process in the State of Delaware (the "Process Agent"), as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process which may be served in any such action or proceeding, (ii) agrees that service of process may be made on the Company by transmitting a copy thereof mailing, by registered or certified mail, return receipt requested, postage prepaid, addressed a copy of such process to it the Company in care of the Process Agent at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon Process Agent's above address, with a copy to the Company or at its address for notices specified herein, and (iii) authorizes and directs the Representative in any action, proceeding or claimProcess Agent to accept such service on its behalf. Each of the Holders hereby irrevocably agrees that service of process may be made on him or it by mailing, by certified mail, a copy of such process to him or it at his or its address for notices specified herein. As an alternative method of service, the Company and the Representative waives, also irrevocably consents to the fullest extent service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address for notices specified herein. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Section 6.10 shall affect the right of any of the Parties to serve legal process in any other manner permitted by law, Law or affect the right of any other requirements of or objections the Parties to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to bring any action or proceeding and/or incurred in connection with the preparation therefor if courts of any of them are the prevailing party in such action other jurisdictions, domestic or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYforeign.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each party hereto agrees that all legal proceedings concerning the interpretations, enforcement and defense of the Company transactions contemplated by this Subordination Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, over 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, or that such suit, action or proceeding arising out of is improper or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securitiesis an inconvenient venue for such proceeding. Each party hereto hereby irrevocably waives personal service of the Company process and the Representative irrevocably waives, consents to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of process being served in any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served by transmitting mailing a copy thereof by via registered or certified mail, return receipt requested, postage prepaid, addressed mail or overnight delivery (with evidence of delivery) to it such party at the address set forth in Section 9.1 hereofeffect for notices to it under this Subordination Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Such mailing Nothing contained herein shall be deemed personal service and shall be legal and binding upon the Company or the Representative to limit in any action, proceeding or claim. Each of the Company and the Representative waives, way any right to the fullest extent serve process in any other manner permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESTHE PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OF, IN CONNECTION WITH OR RELATING TO TO, THIS SUBORDINATION AGREEMENT OR THE TRANSACTIONS AND ANY TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO AGENT, REPRESENTATIVE OR OTHER PERSON AFFILIATED WITH OR RELATED TO ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SUBORDINATION AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.

Submission to Jurisdiction. Each of the Company and the Representative party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or (a) the Court of Common Pleas of Wood County, Ohio and (b) the United States Federal court sitting in District Court for the City Northern District of New YorkOhio, Borough Western Division, for the purposes of Manhattan, over any suit, action or other proceeding arising out of this Agreement or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securitiesany transaction contemplated hereby. Each party hereto agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Northern District of Ohio, Western Division or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the Company Court of Common Pleas of Wood County, Ohio. Each party hereto irrevocably and the Representative irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Court of Common Pleas of Wood County, Ohio or (ii) the United States District Court for the Northern District of Ohio, Western Division and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such suitcourt that any such action, action suit or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such process suit, action or summons to be served upon other proceeding by the Company or the Representative may be served by transmitting a copy mailing of copies thereof by registered or certified mail, return receipt requested, postage prepaid, addressed mail to it such party at the its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.1 hereof9.12 shall affect the right of any party to serve legal process in any other manner permitted by Law. Such mailing The consent to jurisdiction set forth in this Section 9.12 shall be deemed personal not constitute a general consent to service of process in the State of Ohio and shall be legal and binding upon the Company or the Representative have no effect for any purpose except as provided in this Section 9.12. The parties hereto agree that final judgment in any actionsuch suit, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred shall be conclusive and may be enforced in connection with other jurisdictions by suit on the preparation therefor if judgment or in any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYother manner provided by Law.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. (a) Each of the Company parties hereto irrevocably agrees that the United States District Court for the Southern District of New York and, if such court does not have jurisdiction over such dispute, the Supreme Court of the State of New York located in the Borough of Manhattan (including the applicable appellate courts thereof, collectively, the “New York Courts”) shall have exclusive jurisdiction to settle any claims, differences or disputes which may arise out of or in connection with this Agreement. (b) Each of the parties hereto irrevocably and the Representative irrevocably unconditionally submits to the non-exclusive jurisdiction of any the New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus Courts for such purpose and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, waives any objection that they it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought proceedings in such a court any New York Court and any claim that any such suit, action or proceeding proceedings brought in any such a court has have been brought in an inconvenient forum. Any such process or summons to be served upon Each of the Company or the Representative may be served by transmitting parties hereto further irrevocably agrees that a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth final judgment in Section 9.1 hereof. Such mailing any proceedings brought in an applicable New York Court shall be deemed personal service and shall be legal conclusive and binding upon the Company or parties hereto and may be enforced in the Representative in any action, proceeding or claim. Each courts of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. jurisdiction. (c) EACH PARTY HEREBY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7.10(c).

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the 17.13.1 The Company and the Representative Gazit-Globe each hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York State state or United States Federal federal court sitting in the City State of New York, Borough of Manhattan, York over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the The Company and the Representative Gazit-Globe each hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, (i) any objection that they it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such a court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum, and (ii) except in the case of bad faith, willful misconduct or gross negligence (and otherwise to the maximum extent not prohibited by Applicable Law), any right it may have to claim or recover in any legal action or proceeding referred to in this clause 17.13.1 any special, exemplary, or consequential damages. Any Final judgment in any such process suit, action or summons to be served upon the Company or the Representative 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 proceeding brought in Section 9.1 hereof. Such mailing any such court shall be deemed personal service and shall be legal conclusive and binding upon the Company or the Representative and Gazit-Globe and may be enforced in any actioncourt in which the Company and/or Gazit-Globe is subject to jurisdiction, proceeding or claim. Each by a suit upon such judgment, provided that, service of process is effected upon the Company and Gazit-Globe in one of the Representative waivesmanners specified in this clause 17.13.1 or as otherwise permitted by Applicable Law. 17.13.2 NOTHING CONTAINED IN CLAUSE 17.13.2 TO THE CONTRARY SHALL PREVENT THE BANK OR THE COLLATERAL AGENT FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST THE COMPANY AND/OR GAZIT-GLOBE, ANY COLLATERAL, OR ANY OF THE COMPANY’S AND/OR GAZIT-GLOBE’S PROPERTIES IN ANY OTHER STATE OR DOMESTIC OR FOREIGN JURISDICTION. INITIATING SUCH ACTION OR PROCEEDING OR TAKING ANY SUCH ACTION IN ANY OTHER STATE OR DOMESTIC OR FOREIGN JURISDICTION SHALL IN NO EVENT CONSTITUTE A WAIVER BY THE BANK OR THE COLLATERAL AGENT OF ANY OF THE FOREGOING. 17.13.3 Gazit-Globe hereby irrevocably appoints Gazit Group USA, Inc., ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, Controller, as its agent in its name, place and stead to receive service of all writs, process and summonses in any suit, action or proceeding brought in the courts of the State of New York sitting in the City of New York, United States of America or federal courts sitting in the City of New York, United States of America against it or its assets, properties or revenues arising out or relating to this Agreement. The Company and Gazit-Globe each hereby consents to process being served in any suit, action or proceeding of the nature referred to in this clause 17.13.3 by hand delivery or by prepaid Federal Express (or other comparable overnight delivery service), to the Company at the Company’s address designated in or pursuant to clause 17.10 above. The Company and Gazit-Globe each hereby irrevocably agrees that such service (i) shall be deemed in every respect effective service of process upon the Company and Gazit-Globe in any such suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, any other requirements be taken and held to be valid personal service upon the Company and Gazit-Globe. Nothing in this clause 17.13.3 shall affect the right of or objections the Bank to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters serve process in any competent court. The manner otherwise permitted by law or limit the right of the Bank otherwise to bring proceedings against the Company agrees that and/or Gazit-Globe in the Underwriters shall be entitled to recover all courts of their reasonable attorneys’ fees and expenses relating to any action jurisdiction or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjurisdictions.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-non- exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company The Issuer and the Representative each Guarantor irrevocably submits to the non-exclusive jurisdiction of and unconditionally agrees that any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any legal suit, action or proceeding arising out of of, or based upon, or relating to this Agreementto, the Registration Statementperformance of its obligations under this Indenture or a series of Securities (“Related Proceedings”) shall be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case located in the Borough of Manhattan, The City of New York (collectively, the Sale Preliminary Prospectus “Specified Courts”), irrevocably and unconditionally waives any objection which it may have now or hereafter to the laying of the venue of any Related Proceeding in the Specified Courts, irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court had been brought in an inconvenient forum, and irrevocably and unconditionally submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. The Issuer and each Guarantor hereby appoints the General Partner as their respective authorized agent to accept and acknowledge on their behalf service of any and all process which may be served in any Related Proceeding that may be instituted in any Specified Court and agrees that service of process upon said agent at its office at the address specified in the first paragraph of this Indenture (or at such other address specified in a written notice to the Issuer, each Guarantor and the Prospectus Trustee), and written notice of said service to the Issuer or any Guarantor mailed or delivered to it, at such address, shall be deemed in every respect effective service of process upon the offering Issuer and each Guarantor in any Related Proceeding and shall be taken and held to be valid personal service upon the Issuer and any Guarantor, whether or not the Issuer or such Guarantor shall then be doing, or at any time shall have done, business within the State of New York, and that any such service of process shall be of the Securitiessame force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such state, and waive all claim of error by reason of any such service. Each Said designation and appointment shall be irrevocable until this Indenture shall have been satisfied and discharged in accordance with Section 401. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company Issuer and the Representative each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that they may now and all such immunity in respect of its obligations under the Indenture or hereafter have to the laying a series of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSecurities.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative Representatives waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each The Parties hereby submit to the nonexclusive jurisdiction of the Company United States District Court for the Southern District of New York and of the Representative irrevocably submits to Supreme Court of the non-exclusive jurisdiction State of New York sitting in New York County (including its Appellate Division), and of any other appellate court in the State of New York State or United States Federal court sitting in (the City “New York Courts”), for the purposes of New York, Borough of Manhattan, over any suit, action or proceeding all legal proceedings arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect theretotransactions contemplated hereby. Notwithstanding the foregoing, nonexclusive submission above: (A) With respect to any action based proceeding initiated by or on behalf of any Reliant Retail Obligor arising out of or relating to this Agreement may be instituted by or the Underwriters transactions contemplated hereby, the Reliant Retail Obligors agree to bring such proceeding exclusively in the United States District Court for the Southern District of New York or if such court does not have subject matter jurisdiction in any competent court. The Company agrees that of the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees other New York Courts located in New York, New York, and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. case EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING ARISING OUT OF OR RELATING PROCEEDING; (B) With respect to any proceeding initiated by or on behalf of any ▇▇▇▇▇▇▇ Party arising out of or relating to this Agreement or the transactions contemplated hereby, which the ▇▇▇▇▇▇▇ Parties elect to bring in the United States District Court for the Southern District of New York or if such court does not have subject matter jurisdiction in any of the other New York Courts located in New York, New York, EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING; and (C) With respect to any proceeding initiated by or on behalf of any ▇▇▇▇▇▇▇ Party arising out of or relating to this Agreement or the transactions contemplated hereby, which the ▇▇▇▇▇▇▇ Parties elect to bring in the United States District Court for the Southern District of Texas (Houston Division) or if such court does not have subject matter jurisdiction in any of the other Texas Courts located in Houston, Texas, the Reliant Retail Obligors expressly reserve their rights to trial by jury.

Submission to Jurisdiction. Each of the Company parties hereto agrees that any suit, action or proceeding arising out of or based upon this Indenture, the Securities or the transactions contemplated hereby or thereby, may be instituted in any of the courts of the State of New York and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting District Courts, in each case located in the Borough of Manhattan, The City of New York. In addition, Borough each such party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of Manhattanthe venue of such suit, over action or proceeding brought in any such court and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each such party hereby irrevocably waives any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this AgreementIndenture, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Securities or the offering of the Securitiestransactions contemplated hereby or thereby. Each of the Company such party agrees that final judgment in any suit, action or proceeding brought in such a court shall be conclusive and the Representative irrevocably waives, binding upon it and may be enforced in any court to the fullest extent permitted whose jurisdiction it is subject by law, any objection that they may now or hereafter have to the laying of venue a suit upon such judgment. For purposes of any such suit, action or proceeding brought in such a court any of the foregoing courts, the Company irrevocably designates CSC Corporation Service Company, whose address on the date hereof is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, U.S.A., to receive for and on behalf of it and its property service of copies of the summons and complaints and any claim other process, by personal service or by mail, which may be served in any such suit, action or proceeding. Such service may be made by mailing or delivering a copy of such process to such agent at the above address. In the event that such agent for service of process resigns or ceases to serve as the agent of the Company, the Company agrees to give notice (as provided herein) to the Trustee of the name and address of any new agent for service of process with respect to it appointed hereunder. The Company agrees that the failure of its agent for service of process to forward such service to it shall not impair or affect the validity of such service or of any judgment based thereof. If, despite the foregoing, in any such suit, action or proceeding brought in any of the aforesaid courts, there is for any reason no such a court has been brought in an inconvenient forum. Any such agent for service of process or summons for each of the parties available to be served upon served, then to the Company extent that service of process by mail shall then be permitted by applicable law, each of such parties further irrevocably consents to the service of process on it in any such suit, action or proceeding in any such court by the Representative may be served by transmitting a copy mailing thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the its address set forth given in or pursuant to Section 9.1 1.05 hereof. Such mailing Nothing herein contained shall be deemed personal preclude any party from effecting service and shall be legal and binding upon of process in any lawful manner or from bringing any suit, action or proceeding in respect of this Indenture in any other state, country or jurisdiction. To the extent that the Company or the Representative may in any actionjurisdiction claim for itself or its property any immunity from suit, proceeding execution, attachment (whether in aid of execution, before judgment or claim. Each of otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its property such immunity (whether or not claimed), the Company irrevocably agrees not to claim and the Representative waives, irrevocably waives such immunity to the fullest extent permitted by law, any other requirements the laws of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjurisdiction.

Submission to Jurisdiction. Each of the Company and the Representative parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of agrees that any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any legal suit, action or proceeding arising out of or relating to based upon this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering transactions contemplated hereby may be instituted in any state or federal court in The City of New York and in the Securities. Each respective courts of the Company and the Representative each party’s own corporate domicile with respect to actions brought against it, irrevocably waives, to the fullest extent permitted by lawit may effectively do so, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action proceeding in any state or proceeding brought federal court in The City of New York and irrevocably submits to the jurisdiction of such a court and any claim that courts in any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumproceeding. Any such Each CEMEX Transaction Party and the Issuer hereby appoints CEMEX NY Corporation, the Company’s New York subsidiary, as its authorized agent (the “Authorized Agent”) upon whom process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered in any such action arising out of or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company based on this Agreement or the Representative transactions contemplated hereby which may be instituted in any action, proceeding state or claim. Each federal court in The City of New York by any Initial Purchaser or by any person who controls any of the Company and the Representative waivesInitial Purchasers, expressly consents to the fullest extent permitted by law, jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect theretothereto and designates its domicile, the domicile of CEMEX NY Corporation specified above and any domicile that CEMEX NY Corporation may have in the future as its domicile to receive any notice hereunder (including service of process). Notwithstanding Such appointment shall be irrevocable. If for any reason CEMEX NY Corporation (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, each CEMEX Transaction Party and the foregoing, any action based on Issuer will promptly appoint a successor agent for this Agreement may be instituted by purpose reasonably acceptable to you and shall grant thereto notarial powers-of-attorney for lawsuits and collections. Each CEMEX Transaction Party and the Underwriters in any competent court. The Company agrees Issuer represent and warrant that the Underwriters Authorized Agent has agreed to act as said agent for service of process, and each CEMEX Transaction Party and the Issuer agree to take any and all action, including the filing of any and all documents and instruments in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to any CEMEX Transaction Party or the Issuer shall be entitled to recover all deemed, in every respect, effective service of their reasonable attorneys’ fees and expenses relating to process upon any action CEMEX Transaction Party or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESIssuer, 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYrespectively.

Submission to Jurisdiction. Each of To the fullest extent permitted by applicable law, the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York Federal or State or United States Federal court sitting in the Borough of Manhattan in The City of New York, Borough County and State of ManhattanNew York, over United States of America, in any suit, action suit or proceeding based on or arising out of or relating to under this Agreement, the Registration Statement, the Sale Preliminary Prospectus Subordinated Indenture and the Prospectus Securities, and irrevocably agrees that all claims in respect of such suit or the offering of the Securitiesproceeding may be determined in any such court. Each of the Company and the Representative irrevocably waivesThe Company, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints Nomura Holding America Inc., action or proceeding brought in such a court has been brought in an inconvenient forum. Any such with offices currently at Worldwide Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (Attention: Legal Department), as its authorized agent (the “Authorized Agent”) upon whom process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered in any such suit or certified mail, return receipt requested, postage prepaid, addressed proceeding. The Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to it at mailed by first-class mail or delivered to the address set forth in Section 9.1 hereof. Such mailing Company shall be deemed personal in every respect effective service and of process upon it in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit or proceeding shall be legal conclusive and binding upon may be enforced in other jurisdictions by suit on the Company judgment or the Representative in any action, proceeding or claimother lawful manner. Each of the The Company and the Representative hereby irrevocably waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may Subordinated Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section are intended to be instituted effective upon the execution of this Subordinated Indenture without any further action by the Underwriters in any competent court. The Company agrees that or the Underwriters Trustee and the introduction of a true copy of this Subordinated Indenture into evidence shall be entitled conclusive and final evidence as to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYmatters.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. (a) Each of the Company parties hereto hereby irrevocably and the Representative irrevocably unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State or United States Federal court sitting located in the City of New York, Borough of Manhattan, over Manhattan in New York City and any appellate court thereof for purposes of any suit, legal action or proceeding arising out of or relating to this Agreement, any other Transaction Document or the Registration Statementtransactions contemplated hereby, and each of the Sale Preliminary Prospectus parties hereto hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such federal or New York State court and, with respect to the Borrower and the Prospectus or Guarantors, as well as in the offering competent court of the Securities. their own corporate domicile. (b) Each of the Company and the Representative parties hereto hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a federal or New York State court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any other requirements such suit, action or proceeding. (c) Each of or objections the parties hereto irrevocably waives the right to personal jurisdiction object, with respect thereto. Notwithstanding the foregoingto such claim, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any suit, action or proceeding and/or incurred brought in connection with any such court, that such court does not have jurisdiction over it. (d) Each of the preparation therefor if parties hereto agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any of them are the prevailing party in such suit, action or proceeding. proceeding of the nature referred to in paragraph (a) above brought in any such court shall be conclusive and binding upon such party and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. (e) EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYACTIONS OF ANY ARRANGER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Submission to Jurisdiction. Each The Parties hereby submit to the nonexclusive jurisdiction of the Company United States District Court for the Southern District of New York and of the Representative irrevocably submits to Supreme Court of the non-exclusive jurisdiction State of New York sitting in New York County (including its Appellate Division), and of any other appellate court in the State of New York State or United States Federal court sitting in (the City “New York Courts”), for the purposes of New York, Borough of Manhattan, over any suit, action or proceeding all legal proceedings arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect theretotransactions contemplated hereby. Notwithstanding the foregoing, nonexclusive submission above: (A) With respect to any action based proceeding initiated by or on behalf of any Reliant Retail Obligor arising out of or relating to this Agreement may be instituted by or the Underwriters transactions contemplated hereby, the Reliant Retail Obligors agree to bring such proceeding exclusively in the United States District Court for the Southern District of New York or if such court does not have subject matter jurisdiction in any competent court. The Company agrees that of the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees other New York Courts located in New York, New York, and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. case EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING ARISING OUT OF OR RELATING PROCEEDING; (B) With respect to any proceeding initiated by or on behalf of the Lender arising out of or relating to this Agreement or the transactions contemplated hereby, which the Lender elects to bring in the United States District Court for the Southern District of New York or if such court does not have subject matter jurisdiction in any of the other New York Courts located in New York, New York, EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING; and (C) With respect to any proceeding initiated by or on behalf of Lender arising out of or relating to this Agreement or the transactions contemplated hereby, which the Lender elects to bring in the United States District Court for the Southern District of Texas (Houston Division) or if such court does not have subject matter jurisdiction in any of the other Texas Courts located in Houston, Texas, the Reliant Retail Obligors expressly reserve their right to trial by jury.

Submission to Jurisdiction. Each of the The Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Disclosure Package, the Prospectus, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the The Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon To the extent that the Company has or hereafter may acquire any immunity (on the Representative may be served by transmitting a copy thereof by registered grounds of sovereignty or certified mailotherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingsuch suit, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred including without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in connection with any such suit, action or proceeding in the preparation therefor if Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company's address shall be deemed in every respect effective service of process upon the Company in any of them are the prevailing party in such suit, action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand service of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters' address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYaction or proceeding.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. The Company hereby appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ as agent for service of process. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company Purchaser and the Representative Sellers hereby irrevocably submits submit to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement (including the Commitment Letter), and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such documents may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in New York State or United States Federal federal court. Purchaser and Seller hereby consent to and grant any such court sitting jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in the City of New York, Borough of Manhattan, over connection with any suit, such action or proceeding arising out of in the manner provided in Section 9.1, or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent in such other manner as may be permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal valid and sufficient service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceedingthereof. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE IN CONNECTION WITH THE DEBT FINANCING.

Submission to Jurisdiction. Each of The Company, the Company Selling Stockholder and the Representative Underwriters each irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration StatementPricing Disclosure Package, the Sale Preliminary Prospectus and Prospectus, the Prospectus Registration Statement or the offering of the SecuritiesShares. Each of The Company, the Company Selling Stockholder and the Representative Underwriters each irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon To the extent that the Company or the Representative Selling Stockholder has or hereafter may be served by transmitting a copy thereof by registered acquire any immunity (on the grounds of sovereignty or certified mailotherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative Selling Stockholder each irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingsuch suit, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred including without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters, the Company and the Selling Stockholder further agrees to accept and acknowledge service of any and all process which may be served in connection with any such suit, action or proceeding in the preparation therefor if Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address shall be deemed in every respect effective service of process upon the Company in any of them are the prevailing party in such suit, action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand service of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’ address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYaction or proceeding.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. The Company hereby appoints ▇▇▇▇▇▇▇ & Associates as agent for service of process. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each The Company and each Guarantor agree that any judicial proceedings instituted in relation to any matter arising under this Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Indenture, the Company and each Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgement rendered in such proceeding. The Company and each Guarantor each also irrevocably and unconditionally waives for the benefit of the Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgement, attachment in the aid of execution, execution or otherwise) in respect of this Indenture. The Company and each Guarantor each hereby irrevocably designates and appoints for the benefit of the Trustee and the Holders of the Securities and Coupons for the term of this Indenture - , as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to the Vice President and General Counsel of the Company) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by each of the Company and the Representative irrevocably submits Guarantors to be effective and binding service on it in every respect whether or not the non-exclusive jurisdiction Company or each Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the respective obligations of the Company and each Guarantor hereunder remain outstanding, or until the appointment of a successor by the Company or the Guarantors, as the case may be, and such successor's acceptance of such appointment. Upon such acceptance the Company or the Guarantors, as the case may be, shall notify the Trustee of the name and address of such successor. The Company and each Guarantor each further agree for the benefit of the Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any New York State and all such documents and instruments, as may be necessary to continue such designation and appointment of said - in full force and effect so long as any of the Securities or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Coupons or the offering of the Securities. Each respective obligations of the Company and the Representative irrevocably waives, Guarantors hereunder shall be outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the fullest extent Company or any Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by law, any objection that they may now law or hereafter have limit the right of the Trustee or any Holder to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon institute proceedings against the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at Guarantors in the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each courts of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of jurisdiction or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjurisdictions.

Submission to Jurisdiction. Each Obligor, Administrative Agent, any Lender, any Issuing Lender or any Related Party hereby irrevocably and unconditionally agrees that it shall not commence any action, litigation, or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Obligor Administrative Agent, any Lender, any Issuing Lender, or any Related Party of the Company and foregoing in any way relating to this Agreement or any other Loan Document or the Representative irrevocably submits to transactions relating hereto or thereto, in any forum other than the non-exclusive jurisdiction Supreme Court of any the State of New York State or sitting in New York County and of the United States Federal court sitting in District Court of the City Southern District of New York, Borough and any appellate court from any thereof, and each of Manhattanthe parties hereto and each other Obligor hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, over any suitlitigation, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus may be heard and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waivesdetermined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court; provided that, the foregoing shall not apply to (x) any objection that they may now foreclosure or hereafter have other enforcement proceedings brought by Administrative Agent, any Lender or any Related Party with respect to the laying of venue of Collateral located or deemed located in any such suitother jurisdiction or (y) any action, action litigation or proceeding brought in such a court and against any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claimForeign Obligor. Each of the Company parties hereto 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 Representative waives, to the fullest extent permitted judgment or in any other manner provided by law, . Nothing in this Agreement or in any other requirements of Loan Document shall (i) affect any right that Administrative Agent, Issuing Lender, or objections any Lender may otherwise have to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to bring any action or proceeding and/or incurred relating to any Loan Document against any Obligor or its properties in connection the courts of any jurisdiction, (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP Rule 2.02, and Uniform Rules for Demand Guarantees (URDG 758) Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the preparation therefor if rights of, any Person not a party to this Agreement, whether or not such Letter of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYCredit contains its own jurisdiction submission clause.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits The parties hereto submit to the non-exclusive jurisdiction of any New York State federal or United States Federal state court sitting located within the Commonwealth of Massachusetts over any dispute arising out of or relating to the Agreement or any of the transactions contemplated hereby and each party hereby agrees that all claims in the City respect of New York, Borough of Manhattan, over such dispute or any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus related thereto may be heard and the Prospectus or the offering of the Securitiesdetermined in such courts. Each of the Company and the Representative irrevocably waivesThe parties waive, to the fullest extent permitted by applicable law, any objection that which they may now or hereafter have to the laying of venue of any such suit, action or proceeding dispute brought in such a court and or any claim that any defense of inconvenient forum for the maintenance of such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claimdispute. Each of the Company and parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the Representative waives, to the fullest extent permitted judgment or in any other manner provided by law. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, any other requirements of or objections to personal jurisdiction with respect theretoTHE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. Notwithstanding the foregoingTHE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, any action based on this Agreement may be instituted by the Underwriters in any competent courtINCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceedingTHIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESFURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL BY JURY IN ANY RIGHTS FOLLOWING CONSULTATION WITH LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYCOUNSEL.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ ' fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative party hereto irrevocably submits to the non-exclusive jurisdiction of any New York (i) the Supreme Court of the State or United States Federal court sitting in the City of New York, Borough New York County, and (ii) the United States District Court for the Southern District of ManhattanNew York, over for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or proceeding relating to this Agreementhereto either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering Supreme Court of the SecuritiesState of New York, New York County. Each of the Company party hereto irrevocably and the Representative irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (A) the Supreme Court of the State of New York, New York County, or (B) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such suitcourt that any such action, action suit or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such process suit, action or summons to be served upon other proceeding by the Company or the Representative may be served by transmitting a copy mailing of copies thereof by registered or certified mail, return receipt requested, postage prepaid, addressed mail to it such party at the its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.1 hereof. Such mailing 8.9 shall be deemed personal service and shall be affect the right of any party to serve legal and binding upon the Company or the Representative process in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent other manner permitted by law, . The consent to jurisdiction set forth in this Section 8.9 shall not constitute a general consent to service of process in the State of New York and shall have no effect for any other requirements of or objections to personal jurisdiction with respect theretopurpose except as provided in this Section. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters The parties hereto agree that a final judgment in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any such suit, action or proceeding and/or incurred shall be conclusive and may be enforced in connection with other jurisdictions by suit on the preparation therefor if judgment or in any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYother manner provided by law.

Submission to Jurisdiction. Each The Debtor irrevocably (a) acknowledges that this Agreement will be accepted by the Lender and performed by the Debtor in the State of the Company and the Representative irrevocably Tennessee; (b) submits to the non-exclusive jurisdiction of any New York State or the United States Federal court sitting in District Court for the City Eastern District of New YorkTennessee, Borough Knoxville Division and, outside the subject matter jurisdiction of Manhattansuch court, to the state courts of ▇▇▇▇▇▇ County, Tennessee (collectively, the “Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement to determine any issues arising out of or the offering relating to this Agreement or any of the Securities. Each of the Company and the Representative irrevocably other Loan Documents (individually, an “Agreement Action”); (c) waives, to the fullest extent permitted by law, any objection or defense that they the Debtor may now or hereafter have to the laying based on improper venue, lack of venue personal jurisdiction, inconvenience of forum or any such suit, action or proceeding similar matter in any Agreement Action brought in such a court and any claim of the Courts; (d) agrees that final judgment in any such suit, action or proceeding Agreement Action brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon any of the Company or the Representative 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 9.1 hereof. Such mailing Courts shall be deemed personal service and shall be legal conclusive and binding upon the Company or the Representative Debtor and may be enforced in any action, proceeding or claim. Each of the Company and the Representative waives, other court to the fullest extent permitted jurisdiction of which the Debtor is subject, by lawa suit upon such judgment; and (e) AGREES THAT THE PROVISIONS OF THIS SECTION, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingEVEN IF FOUND NOT TO BE STRICTLY ENFORCEABLE BY ANY COURT, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, SHALL CONSTITUTE “FAIR WARNING” TO THE FULLEST EXTENT PERMITTED DEBTOR THAT THE EXECUTION OF THIS AGREEMENT MAY SUBJECT THE DEBTOR TO THE JURISDICTION OF THE COURTS WITH RESPECT TO ANY AGREEMENT ACTIONS, AND THAT IT IS FORESEEABLE BY APPLICABLE LAW, ANY THE DEBTOR THAT THE DEBTOR MAY BE SUBJECTED TO THE JURISDICTION OF SUCH COURTS AND ALL RIGHT TO TRIAL BY JURY MAY BE SUED IN THE STATE OF TENNESSEE IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYACTIONS. Nothing in this Section 7.19 shall limit or restrict the Lender’s right to serve process or bring Agreement Actions in manners and in courts otherwise than as herein provided.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits The parties hereto submit to the non-exclusive jurisdiction of any New York federal or state court located within the State of Delaware over any dispute arising out of or United States Federal court sitting relating to the Agreement or any of the transactions contemplated hereby and each party hereby agree that all claims in the City respect of New York, Borough of Manhattan, over such dispute or any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus related thereto may be heard and the Prospectus or the offering of the Securitiesdetermined in such courts. Each of the Company and the Representative irrevocably waivesThe parties waive, to the fullest extent permitted by applicable law, any objection that which they may now not or hereafter have to the laying of venue of any such suit, action or proceeding dispute brought in such a court and or any claim that any defense of inconvenient forum for the maintenance of such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claimdispute. Each of the Company and parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the Representative waives, to the fullest extent permitted judgment or in any other manner provided by law. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, any other requirements of or objections to personal jurisdiction with respect theretoTHE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. Notwithstanding the foregoingTHE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, any action based on this Agreement may be instituted by the Underwriters in any competent courtINCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceedingTHIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESFURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL BY JURY IN ANY RIGHTS FOLLOWING CONSULTATION WITH LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYCOUNSEL.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive nonexclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-non exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative Representatives irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Representatives irrevocably waiveswaive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Representatives 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Representatives in any action, proceeding or claim. Each of the Company and the Representative waivesRepresentatives waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of To the fullest extent permitted by applicable law, the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York Federal or State or United States Federal court sitting in the Borough of Manhattan in The City of New York, Borough County and State of ManhattanNew York, over United States of America, in any suit, action suit or proceeding based on or arising out of or relating to under this Agreement, the Registration Statement, the Sale Preliminary Prospectus Indenture and the Prospectus Securities, and irrevocably agrees that all claims in respect of such suit or the offering of the Securitiesproceeding may be determined in any such court. Each of the Company and the Representative irrevocably waivesThe Company, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints Mizuho Bank, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such Ltd., with offices currently at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇., Attention: General Managers, Americas Legal and Compliance Department (the “Authorized Agent”), as its authorized agent upon whom process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered in any such suit or certified mail, return receipt requested, postage prepaid, addressed proceeding. The Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to it at mailed by first-class mail or delivered to the address set forth in Section 9.1 hereof. Such mailing Company shall be deemed personal in every respect effective service and of process upon it in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit or proceeding shall be legal conclusive and binding upon may be enforced in other jurisdictions by suit on the Company judgment or the Representative in any action, proceeding or claimother lawful manner. Each of the The Company and the Representative hereby irrevocably waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section 10.10 are intended to be instituted effective upon the execution of this Indenture without any further action by the Underwriters in any competent court. The Company agrees that or the Underwriters Trustee and the introduction of a true copy of this Indenture into evidence shall be entitled conclusive and final evidence as to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYmatters.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. (a) Each of the Company and the Representative irrevocably Selling Shareholder hereby submits to the non-exclusive jurisdiction of any New York State or United States the Federal court sitting and state courts in the Borough of Manhattan in The City of New York, Borough of Manhattan, over York in any suit, action suit or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering of the Securitiestransactions contemplated hereby. Each of the Company and the Representative Selling Shareholder irrevocably waivesappoints CT Corporation System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the fullest extent permitted Company or the Selling Shareholder, as the case may be, by law, any objection that they may now or hereafter have the person serving the same to the laying address provided in Section 12, shall be deemed in every respect effective service of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Selling Shareholder, as the case may be, in any such suit or proceeding. Each of the Company, or the Selling Shareholder further agrees to take any and all action as may be served by transmitting necessary to maintain such designation and appointment of such agent in full force and effect for a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at period of seven years from the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon date of this Agreement. (b) The obligation of the Company or the Representative Selling Shareholder, as the case may be, in respect of any actionsum due to any International Underwriter shall, proceeding notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such International Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such International Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such International Underwriter hereunder, the Company or claimthe Selling Shareholder, as the case may be, agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such International Underwriter against such loss. Each If the United States dollars so purchased are greater than the sum originally due to such International Underwriter hereunder, such International Underwriter agrees to pay to the Company or the Selling Shareholder, as the case may be, an amount equal to the excess of the Company and United States dollars so purchased over the Representative waives, sum originally due to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYInternational Underwriter hereunder.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters parties in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company and the Representative party hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Disclosure Package, the Prospectus, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative party hereby irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any To the extent that either party has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingsuch suit, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred including without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in connection with any such suit, action or proceeding in the preparation therefor if Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address shall be deemed in every respect effective service of process upon the Company in any of them are the prevailing party in such suit, action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand service of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’ address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYaction or proceeding.

Submission to Jurisdiction. Each Guarantor hereby irrevocably agrees that any legal action, suit or proceeding brought by or against it with respect to any matter under or arising out of or in any way connected with this Subsidiaries' Guaranty or any document delivered pursuant hereto or thereto or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding (a "Proceeding") may be brought in the courts of the Company State of New York or in the District Court for the Southern District of New York, at the election of the party bringing suit. By execution and the Representative delivery of this Subsidiaries' Guaranty, each Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the aforesaid courts in person, generally and unconditionally, with respect to any New York State or United States Federal court sitting Proceeding for itself and in the City respect of New Yorkany of its property, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus assets and the Prospectus or the offering of the Securitiesrevenues. Each of the Company Guarantor hereby irrevocably and the Representative irrevocably unconditionally waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding Proceeding brought in such a court and any claim that any such suitcourt, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal hereby further irrevocably and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company unconditionally waives and the Representative waivesagrees, to the fullest extent permitted by law, not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, or any right to require the proceeding to be conducted in any other requirements jurisdiction by reason of its present or objections to personal jurisdiction with respect theretofuture domicile. Notwithstanding the foregoing, Each Guarantor agrees that a final judgment in any action based on this Agreement such Proceeding brought in such a court shall be conclusive and binding upon it and may be instituted by the Underwriters enforced in any competent courtcourt to the jurisdiction of which it is subject by a suit upon such judgment. The Company agrees that Each Guarantor waives personal service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the Underwriters provisions of Section 5.1, and service so made shall be entitled deemed completed on the third business day after mailing. Nothing contained in this Section 5.10 shall be deemed to recover all affect the right of their reasonable attorneys’ fees and expenses relating the Purchaser or any subsequent holder of a Note to serve process in any action other manner permitted by law or proceeding and/or incurred to commence legal proceedings or otherwise proceed against any Guarantor in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjurisdiction.

Submission to Jurisdiction. Each of the Company and the Representative Underwriter irrevocably submits submit to the non-non- exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative Underwriter irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative Underwriter 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative Underwriter in any action, proceeding or claim. Each of the Company and the Representative Underwriter waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters Underwriter in any competent court. The Company agrees that the Underwriters Underwriter shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of To the fullest extent permitted by applicable law, the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York Federal or State or United States Federal court sitting in the Borough of Manhattan in The City of New York, Borough County and State of ManhattanNew York, over United States of America, in any suit, action suit or proceeding based on or arising out of or relating to under this Agreement, the Registration Statement, the Sale Preliminary Prospectus Perpetual Subordinated Indenture and the Prospectus Securities, and irrevocably agrees that all claims in respect of such suit or the offering of the Securitiesproceeding may be determined in any such court. Each of the Company and the Representative irrevocably waivesThe Company, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have irrevocably and fully waives the defense of an inconvenient forum to the laying maintenance of venue of any such suit, action suit or proceeding brought in such a court and any claim that any such suithereby irrevocably designates and appoints Mitsubishi UFJ Financial Group, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such Attention: General Manager, with offices currently at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Authorized Agent”), as its authorized agent upon whom process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered in any such suit or certified mail, return receipt requested, postage prepaid, addressed proceeding. The Company represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to it at mailed by first class mail or delivered to the address set forth in Section 9.1 hereof. Such mailing Company shall be deemed personal in every respect effective service and of process upon it in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any such suit or proceeding shall be legal conclusive and binding upon may be enforced in other jurisdictions by suit on the Company judgment or the Representative in any action, proceeding or claimother lawful manner. Each of the The Company and the Representative hereby irrevocably waives, to the fullest extent permitted by law, any other requirements immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may Perpetual Subordinated Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section 10.10 are intended to be instituted effective upon the execution of this Perpetual Subordinated Indenture without any further action by the Underwriters in any competent court. The Company agrees that or the Underwriters Trustee and the introduction of a true copy of this Perpetual Subordinated Indenture into evidence shall be entitled conclusive and final evidence as to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYmatters.

Submission to Jurisdiction. Each of the The Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Disclosure Package, the Prospectus, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Public Securities. Each of the The Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon To the extent that the Company has or hereafter may acquire any immunity (on the Representative may be served by transmitting a copy thereof by registered grounds of sovereignty or certified mailotherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoingsuch suit, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred including without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in connection with any such suit, action or proceeding in the preparation therefor if Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail or delivered by Federal Express via overnight delivery to the Company’s address shall be deemed in every respect effective service of process upon the Company in any of them are the prevailing party in such suit, action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand service of process upon an Underwriter mailed by certified mail or delivered by Federal Express via overnight delivery to the Underwriters’ address shall be deemed in every respect effective service of process upon such Underwriter in any such suit, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYaction or proceeding.

Submission to Jurisdiction. Each (a) Subject to Section 2.08 and Section 2.10, Buyer and the Sellers each irrevocably agree that the United States District Court for the Southern District of New York and, if such court does not have jurisdiction over such dispute, the Supreme Court of the Company State of New York located in the Borough of Manhattan (including the applicable appellate courts thereof, collectively, the “New York Courts”) shall have exclusive jurisdiction to settle any claims, differences or disputes which may arise out of or in connection with this Agreement. (b) Buyer and the Representative Sellers each irrevocably and unconditionally submits to the non-exclusive jurisdiction of any the New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus Courts for such purpose and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, waives any objection that they it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought proceedings in such a court any New York Court and any claim that any such suit, action or proceeding proceedings brought in any such a court has have been brought in an inconvenient forum. Any such process or summons to be served upon Each of Buyer and the Company or the Representative may be served by transmitting Sellers further irrevocably agrees that a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth final judgment in Section 9.1 hereof. Such mailing any proceedings brought in an applicable New York Court shall be deemed personal service and shall be legal conclusive and binding upon the Company or Parties and may be enforced in the Representative in any action, proceeding or claim. Each courts of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. jurisdiction. (c) EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,

Submission to Jurisdiction. (a) Each of the Company parties hereto hereby irrevocably and the Representative irrevocably unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State or United States Federal court sitting located in the City of New York, Borough of Manhattan, over Manhattan in New York City and any appellate court thereof for purposes of any suit, legal action or proceeding arising out of or relating to this Agreement, any other Transaction Document or the Registration Statementtransactions contemplated hereby, and each of the Sale Preliminary Prospectus parties hereto hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such federal or New York State court and, with respect to the Borrower and the Prospectus or Guarantors, as well as in the offering competent court of the Securities. their own corporate domicile. (b) Each of the Company and the Representative parties hereto hereby irrevocably waives, to the fullest extent permitted by lawit may effectively do so, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a federal or New York State court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any other requirements such suit, action or proceeding. (c) Each of or objections the parties hereto irrevocably waives the right to personal jurisdiction object, with respect thereto. Notwithstanding the foregoingto such claim, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any suit, action or proceeding and/or incurred brought in connection with any such court, that such court does not have jurisdiction over it. (d) Each of the preparation therefor if parties hereto agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any of them are the prevailing party in such suit, action or proceeding. proceeding of the nature referred to in paragraph (a) above brought in any such court shall be conclusive and binding upon such party and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. (e) EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYACTIONS OF ANY ARRANGER, THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Issuer and each Subsidiary Guarantor not organized in the United States hereby appoints the Company as its agent for service of process in any suit, action or proceeding with respect to this Indenture, the Notes and the Representative irrevocably submits to Note Guarantees and for actions brought under the non-exclusive jurisdiction of U.S. federal or state securities laws brought in any New York State U.S. federal or United States Federal state court sitting located in the Borough of Manhattan in the County and City of New York. The Company hereby acknowledges and accepts its appointment by the Issuer and each Subsidiary Guarantor not organized in the United States. Such service may be made by mailing or delivering a copy of such process to the Issuer or such Subsidiary Guarantor not organized in the United States in care of the Company at its address as specified in Section 11.2 of this Indenture (or such other address as provided in a written notice to the Trustee). The Company, the Issuer and each Subsidiary Guarantor irrevocably and unconditionally submit to the exclusive jurisdiction of the U.S. federal or state courts sitting in the Borough of Manhattan, Manhattan in the County and City of New York over any suit, action or proceeding arising out of or relating to this AgreementIndenture, the Registration StatementNotes or the Note Guarantees and for actions brought under the U.S. federal or state securities laws. Service of any process on the Company in any such action (and written notice of such service to the Issuer) shall be effective service of process against the Issuer or any Guarantor with respect to any such suit, action or proceeding. The Company, the Sale Preliminary Prospectus Issuer and the Prospectus or the offering of the Securities. Each of the Company each Subsidiary Guarantor irrevocably and the Representative irrevocably waives, to the fullest extent permitted by law, unconditionally waives any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any A final judgment in any such process suit, action or summons to be served upon the Company or the Representative 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 proceeding brought in Section 9.1 hereof. Such mailing any such court shall be deemed personal service and shall be legal conclusive and binding upon the Company or Company, the Representative Issuer and each Subsidiary Guarantor and may be enforced in any actionother courts to whose jurisdiction the Issuer is or may be subject, proceeding or claimby suit upon judgment. Each The Company, the Issuer and each Subsidiary Guarantor further agrees that nothing herein shall affect any Holder’s right to effect service of the Company and the Representative waives, to the fullest extent process in any other manner permitted by law, any other requirements of law or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any bring a suit action or proceeding and/or incurred (including a proceeding for enforcement of a judgment) in connection any other court or jurisdiction in accordance with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYapplicable law.

Submission to Jurisdiction. Each of the Company and the Representative parties hereto irrevocably submits to the non-exclusive jurisdiction of (i) agrees that any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to based upon this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Agreement or the offering transactions contemplated hereby may be instituted in any Federal court located in the State of the Securities. Each of the Company and the Representative irrevocably New York, (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection that they which it may now or hereafter have to the laying of venue of any such suitproceeding and (iii) submits to the exclusive jurisdiction of (a) such courts and (b) any court of competent jurisdiction of member states of the European Union in accordance with the Brussels Ia Regulation or of states that are parties to the Lugano II Convention, action or proceeding brought in such a court and any claim that any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process against it arising out of or summons to be served upon the Company based on this Agreement or the Representative transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Company has appointed ING Financial Holdings Corporation, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served by transmitting a copy thereof by registered in any such action arising out of or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company based on this Agreement or the Representative transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, waives any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding The Company represents and warrants that the foregoingAuthorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any action based on this Agreement and all documents and instruments, that may be instituted by necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Underwriters Authorized Agent in any competent courtthe State of New York. The Company agrees that will notify the Underwriters Representatives of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Company shall be entitled to recover all deemed, in every respect, effective service of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with process upon the preparation therefor if any of them are the prevailing party in such action or proceedingCompany. 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.In this Clause 14(b):

Submission to Jurisdiction. Each of the Company and the Representative irrevocably submits submit to the non-non- exclusive jurisdiction of any New York State or United States Federal court sitting in the City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the Company parties hereto agrees that any suit, action or proceeding arising out of or based upon this Indenture, the Securities or the transactions contemplated hereby or thereby, may be instituted in any of the courts of the State of New York and the Representative irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting District Courts, in each case located in the Borough of Manhattan, The City of New York. In addition, Borough each such party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of Manhattanthe venue of such suit, over action or proceeding brought in any such court and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each such party hereby irrevocably waives any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this AgreementIndenture, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Securities or the offering of the Securitiestransactions contemplated hereby or thereby. Each of the Company such party agrees that final judgment in any suit, action or proceeding brought in such a court shall be conclusive and the Representative irrevocably waives, binding upon it and may be enforced in any court to the fullest extent permitted whose jurisdiction it is subject by law, any objection that they may now or hereafter have to the laying of venue a suit upon such judgment. For purposes of any such suit, action or proceeding brought in such a court any of the foregoing courts, the Company irrevocably designates CT Corporation System, whose address on the date hereof is ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, U.S.A., to receive for and on behalf of it and its property service of copies of the summons and complaints and any claim other process, by personal service or by mail, which may be served in any such suit, action or proceeding. Such service may be made by mailing or delivering a copy of such process to such agent at the above address. In the event that such agent for service of process resigns or ceases to serve as the agent of the Company, the Company agrees to give notice (as provided herein) to the Trustee of the name and address of any new agent for service of process with respect to it appointed hereunder. The Company agrees that the failure of its agent for service of process to forward such service to it shall not impair or affect the validity of such service or of any judgment based thereof. If, despite the foregoing, in any such suit, action or proceeding brought in any of the aforesaid courts, there is for any reason no such a court has been brought in an inconvenient forum. Any such agent for service of process or summons for each of the parties available to be served upon served, then to the Company extent that service of process by mail shall then be permitted by applicable law, each of such parties further irrevocably consents to the service of process on it in any such suit, action or proceeding in any such court by the Representative may be served by transmitting a copy mailing thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the its address set forth given in or pursuant to Section 9.1 1.05 hereof. Such mailing Nothing herein contained shall be deemed personal preclude any party from effecting service and shall be legal and binding upon of process in any lawful manner or from bringing any suit, action or proceeding in respect of this Indenture in any other state, country or jurisdiction. To the extent that the Company or the Representative may in any actionjurisdiction claim for itself or its property any immunity from suit, proceeding execution, attachment (whether in aid of execution, before judgment or claim. Each of otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its property such immunity (whether or not claimed), the Company irrevocably agrees not to claim and the Representative waives, irrevocably waives such immunity to the fullest extent permitted by law, any other requirements the laws of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjurisdiction.

Submission to Jurisdiction. Each (a) Except as set forth in the last sentence of this subparagraph, the Borrower and the Lender each hereby irrevocably consent that any suit, legal action or proceeding against it or any of its property with respect to any of the Company and the Representative irrevocably submits rights or obligations arising directly or indirectly under or relating to the non-exclusive jurisdiction of Related Documents to which it is a party, subject to the limitations contained in Section 11.6 hereof, may be brought in any New York State or United States Federal court sitting located in the Borough of Manhattan, City and State of New York, Borough as the Lender may elect, and by execution and delivery of Manhattanthe Related Documents to which it is a party the Borrower and the Lender each hereby irrevocably submits to and accepts with regard to any such suit, over legal action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Borrower hereby irrevocably designates, appoints and empowers Prentice Hall Corporation System, Inc. as its agent to receive for and on its behalf service of process in New York in any suit, legal action or proceeding arising out with respect to the Related Documents to which it is a party. A copy of any such process served on such agent shall be promptly forwarded by airmail by the Person commencing such suit, legal action or relating proceeding to this Agreementthe Borrower at its address set forth in Section 11.2 hereof, but the Registration Statementfailure of the agent to send, or of the Sale Preliminary Prospectus Borrower to receive, such copy shall not affect in any way the validity or sufficiency of the service of process by service upon such agent. The Borrower and the Prospectus Lender each further irrevocably consents to the service of process in any such suit, legal action or proceeding by the offering mailing of the Securities. Each of the Company and the Representative irrevocably waivescopies thereof by registered or certified airmail, postage prepaid, return receipt requested, to the fullest extent Borrower and the Lender at their respective addresses set forth in Section 11.2 hereof (as changed by notice from time to time as provided therein). The foregoing shall not limit the right of the Lender or the Borrower to serve process in any other manner permitted by lawlaw or, subject to the limitations contained in Section 11.6 hereof, to bring any suit, legal action or proceeding or to obtain execution of judgment in any other jurisdiction, including, without limitation, Delaware and the other jurisdictions in which the Sites are located, it being the intention of the parties that any action or proceeding to foreclose any of the Mortgages may be brought in the jurisdiction in which the Site encumbered by such Mortgage is located. (b) The Borrower and Lender each hereby irrevocably waives any objection that which they may now or hereafter have to the laying of venue of any such suit, legal action or proceeding brought arising directly or indirectly under or relating to the Related Documents to which it is a party, subject to the limitations contained in such a Section 11.6 hereof, in any court located in the Borough of Manhattan, City and State of New York and hereby further irrevocably waives any claim that a court located in the Borough of Manhattan, City and State of New York is not a convenient forum for any such suit, legal action or proceeding. (c) The Borrower hereby irrevocably waives any right it may have under the laws of any jurisdiction to commence by publication any suit, legal action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, with respect to the fullest extent permitted by law, any other requirements of or objections Related Documents to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. which it is a party. (d) The Company Borrower hereby irrevocably agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any suit, legal action or proceeding and/or incurred commenced by it with respect to any rights or obligations arising directly or indirectly under or relating to the Related Documents to which it is a party shall be brought exclusively in connection with any New York State or United States Federal court located in the preparation therefor if any Borough of them are Manhattan, City and State of New York unless no such court has jurisdiction over the prevailing party in such action or 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYwhich Borrower seeks to bring.

Submission to Jurisdiction. Each of the Company and the Representative (a) The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal state court sitting located in the Borough of Manhattan, City and State of New York, Borough or any federal court located in the Southern District of Manhattan, New York over any suit, action or proceeding arising out of or relating to this AgreementAgreement or any of the other Loan Documents, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering Borrower irrevocably agrees that all claims in respect of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought may be heard and determined in such a court and New York state or federal court; PROVIDED, nothing in this SECTION 9.12 is intended to waive the right of any claim that member of the Bank Group to remove any such suit, action or proceeding brought commenced in any such a New York state court has been brought in to an inconvenient forumappropriate New York federal court to the extent the basis for such removal exists under applicable law. Any such The Borrower hereby irrevocably appoints CT Corporation (the "PROCESS AGENT"), with an office on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent to receive on behalf of it and its properties service of copies of the summons and complaint and any other process or summons to be served upon the Company or the Representative which 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 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESSuch service may be made by mailing by certified mail a copy of such process to the Borrower in care of the Process Agent at the Process Agent's above address, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith a copy to such Person at its address specified herein and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to it at its address specified herein. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Nothing in this SECTION 9.12 shall affect the right of any member of the Bank Group to serve legal process in any other manner permitted by law or affect the right of any member of the Bank Group to bring any action or proceeding against the Borrower, or such Person's properties, in the courts of any other jurisdiction.