Loan Party Uses in Governing Law; Jurisdiction Clause

Governing Law; Jurisdiction from Amendment and Restatement Agreement

THIS AMENDMENT AND RESTATEMENT AGREEMENT (this "Agreement") is made as of July 13, 2017 by and among Cimpress N.V. (the "Company"), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V. and Cimpress USA Incorporated (collectively, the "Subsidiary Borrowers" and, together with the Company, the "Borrowers"), the financial institutions listed on the signature pages hereof (collectively, the "Lenders") and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the "Administrative Agent"), under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, by and among the Borrowers, the other Subsidiary Borrowers party thereto from time to time, the lenders party thereto and the Administrative Agent (as in effect on the date hereof, the "Existing Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Restated Credit Agreement (

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the law of the State of New York. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

Governing Law; Jurisdiction from Amended and Restated Credit Agreement

THIS AMENDMENT NO. 1 (this "Amendment") is made as of December 14, 2016 by and among LKQ Corporation, a Delaware corporation (the "Company"), LKQ Delaware LLP, a Delaware limited liability partnership (the "Canadian Primary Borrower"), LKQ Euro Limited, a company organized under the laws of England and Wales ("LKQ Euro Limited"), LKQ Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of The Netherlands ("LKQ Netherlands"), Atracco Group AB, a private limited liability company organized under the laws of the Sweden ("Atracco"), LKQ UK Finance 1 LLP, a limited liability partnership formed under the laws of England and Wales ("LKQ UK Finance 1"), LKQ UK Finance 2 LLP, a limited liability partnership formed under the laws of England and Wales ("LKQ UK Finance 2" and, together with LKQ UK Finance 1, the "Departing UK Borrowers"), the financial institutions listed on the signature pages hereof and Wells Fargo Bank, National Association, as Admin

Governing Law; Jurisdiction. This Amendment shall be construed in accordance with and governed by the law of the State of New York. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 judgment or in any other manner provided by law. Nothing in this Amendment or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

Governing Law; Jurisdiction from Third Amended and Restated Credit Agreement

THIS AMENDMENT NO. 1 (this "Amendment") is made as of November 13, 2014 by and among LKQ Corporation, a Delaware corporation (the "Company"), LKQ Delaware LLP, a Delaware limited liability partnership (the "Canadian Primary Borrower"), LKQ Euro Limited, a company organized under the laws of England and Wales ("LKQ Euro Limited"), LKQ UK Finance 1 LLP, a limited liability partnership formed under the laws of England and Wales ("LKQ UK Finance 1"), LKQ UK Finance 2 LLP, a limited liability partnership formed under the laws of England and Wales ("LKQ UK Finance 2"), LKQ Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of The Netherlands (the "Dutch Borrower"), the financial institutions listed on the signature pages hereof and Wells Fargo Bank, National Association, as Administrative Agent (the "Administrative Agent'), under that certain Third Amended and Restated Credit Agreement dated as of March 25, 2011, as amended and restated as of Se

Governing Law; Jurisdiction. This Amendment shall be construed in accordance with and governed by the law of the State of New York. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the 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 judgment or in any other manner provided by law. Nothing in this Amendment or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.