United States of America Uses in Governing Law Clause

Governing Law from Voting Agreement

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and each of the stockholders set forth on Schedule I (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Governing Law from Voting Agreement

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and each of the stockholders set forth on Schedule I (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Governing Law from Indenture

INDENTURE, dated as of , 2017, from CAMPBELL SOUP COMPANY, a New Jersey corporation (hereinafter called the Company) having its principal office at Campbell Place, Camden, New Jersey 08101-0391 to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking corporation (hereinafter called the Trustee).

Governing Law. This Indenture and the Securities and any coupons shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws provisions thereof. EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE 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 INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the Specified Courts), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such partys address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law

I, Jennifer Simpson, hereby certify that I am the Chief Executive Officer of Delcath Systems, Inc. (the Corporation), a corporation incorporated and existing under the Delaware General Corporation Law (the DGCL) and further do hereby certify:

Governing Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Except as otherwise required by Section 21 above, the Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporations obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 21. THE CORPORATION HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law from Amendment to Credit Agreement

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of June 13, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the "Borrower"), each of the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined below) that are parties hereto, and JEFFERIES FINANCE LLC, in its capacity as administrative agent (the "Administrative Agent") and collateral agent (the "Collateral Agent") for the Lenders.

Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) and all applicable federal laws of the United States of America.

Governing Law from Revolving Credit Agreement

THIS FIRST AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT (this "Amendment") is made and entered into as of June 9, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the "Company"), certain subsidiaries of the Company identified as borrowers under the Credit Agreement referred to below (together with the Company, each a "Borrower" and collectively, the "Borrowers"), the Lenders (as defined below) that are parties hereto, and CITIBANK, N.A., in its capacity as administrative agent (the "Administrative Agent") and collateral agent (the "Collateral Agent") for the Lenders.

Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) and all applicable federal laws of the United States of America.

Governing Law from Revolving Credit Agreement

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Amendment) is made and entered into as of May 26, 2017 (the Effective Date) by and among ARC LOGISTICS PARTNERS LP, a Delaware limited partnership (the MLP), ARC LOGISTICS LLC, a Delaware limited liability company (the Parent), ARC TERMINALS HOLDINGS LLC, a Delaware limited liability company (the Borrower), certain other Affiliates of the Borrower party hereto and the Lenders party hereto.

Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York and all applicable federal law of the United States of America.

Governing Law from Credit Agreement

THIS THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this "Amendment") is dated effective as of May 11, 2017, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the "Company"), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership ("Parent"), the other Guarantors, each Lender signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity "Administrative Agent").

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws of the United States of America.

Governing Law from Assignment and Assumption Agreement

This Bill of Sale, Assignment and Assumption Agreement (this "Agreement") is made as of May 5, 2017 by and between Wantickets RDM, LLC, a Delaware limited liability company ("Seller"), and LiveXLive Tickets, Inc., a Delaware corporation ("Buyer"). Buyer, Seller and the other parties thereto are parties to a certain Asset Purchase Agreement dated as of even date herewith (the "Purchase Agreement"). Capitalized terms used without definitions herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Governing Law. The parties acknowledge and agree that: (i) this Agreement shall be construed and interpreted pursuant to the laws of the State of New York in the United States of America without consideration to any conflict or choice of law provisions or principles; (ii) any claim, demand, action, lawsuit or other proceeding arising from, or related to, this Agreement and/or its subject matter shall be brought and determined solely in a state or federal court sitting in the County of New York in the State of New York; and (iii) each party expressly consists to the jurisdiction of the foregoing court. Bill of Sale, Assignment and Assumption Agreement

Governing Law

This letter agreement (the "Letter Agreement") is being entered into effective May 8, 2017 in connection with the discussions by and between Total S.A. (the "Parent") and SunPower Corporation (the "Company") in relation to up to US$100 million (the "Support Amount") of liquidity support that the Company has requested from Parent and that Parent is willing to provide in the form of a guaranty of the Company's revolving credit agreement pursuant to the terms and conditions outlined herein.

Governing Law. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without reference to conflicts of laws (other than section 5-1401 of the New York General Obligations Law).Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this Letter Agreement and returning such copy to the Parent.