Common use of Governing Law; Service of Process Clause in Contracts

Governing Law; Service of Process. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

Governing Law; Service of Process. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of New York, without regard to the principles of conflicts its choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense principles (other than Section 5-1401 of the transactions contemplated by New York General Obligations Law). Any legal action or proceeding with respect to this Agreement and any other Transaction Documents (whether document delivered in connection herewith may be brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in of the City State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction York or of the state and federal courts sitting in United States of America for the City Southern District of New York, Borough and, by execution and delivery of Manhattan for this Agreement, the adjudication parties hereby accept the jurisdiction of the aforesaid courts. The parties hereto each irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of FORUM NON CONVENIENS, which they may now or hereafter have to the bringing of any dispute hereunder such action or proceeding in such jurisdiction. Each of the Company and DDD agrees to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and any documents delivered in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement and, in furtherance of any such agreement, each of the Transaction Documents)Company and DDD hereby agrees and consents that without limiting other methods of obtaining jurisdiction, and hereby irrevocably waives, and agrees not to assert personal jurisdiction over the Company or DDD in any Action such action or Proceeding, any claim that it is not personally subject to proceeding may be obtained within or without the jurisdiction of any such court, court located in New York and that such Action any process or Proceeding is improper notice of motion or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents other application to process being served in any such Action court in connection with any such action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process proceeding may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company or DDD by registered mail to or by personal service, unless otherwise designated in any such claim. Nothing herein shall affect writing in accordance with the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in partnotice requirements set forth below.

Governing Law; Service of Process. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, United States, without regard to the principles of conflicts conflict of law thereofprinciples. Any dispute with respect to the interpretation of this Agreement or the rights and obligations of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the "Agent") hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees that all to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal Proceedings concerning the interpretations, enforcement and defense of actions or proceedings not related to this Agreement or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingAgreement. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

Governing Law; Service of Process. (a) All questions concerning This Agreement, the constructionlegal relations between the parties and any Action, validitywhether contractual or non-contractual, enforcement and interpretation instituted by any party with respect to matters arising under or growing out of the Transaction Documents or in connection with or in respect of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard California (excluding the choice of law provisions thereof) except to the principles of conflicts of law thereof. Each party agrees extent that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated certain matters are preempted by this Agreement and any other Transaction Documents federal law. (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsb) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to and accepts for itself and its properties, generally and unconditionally, the exclusive jurisdiction of the state and federal courts sitting of the State of California or the United States District Court located in the City State of New YorkCalifornia, Borough Central District, and service of Manhattan for process pursuant to the adjudication laws of such courts, waives any dispute hereunder defense of forum non conveniens and agrees to be bound by any judgment rendered thereby arising under or out of in respect of or in connection herewith with this Agreement or with any transaction contemplated hereby related document or discussed herein (including with respect obligation. Each party further irrevocably designates and appoints the attorney designated as the copyholder in or pursuant to the enforcement Section 9.15 hereof to receive notices on its behalf, as its agent to receive on its behalf service of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert all process in any such Action or Proceedingbefore any body, any claim that it is not personally subject such service being hereby acknowledged to the jurisdiction be effective and binding service in every respect. A copy of any such courtprocess so served shall be mailed by registered mail to each party by mailing the designated attorney at its address provided in Section 9.15, with a copy to the party listed as the primary notice recipient; provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of the service of such process. If any agent so appointed refuses to accept service, the designating party hereby agrees that such Action service of process sufficient for personal jurisdiction in any action against it in the applicable jurisdiction may be made by registered or Proceeding is improper or is an inconvenient venue for such Proceedingcertified mail, return receipt requested, to its address of the attorney designated as the copyholder as provided in Section 9.15. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees acknowledges that such service shall constitute good be effective and sufficient service of process and notice thereofbinding in every respect. Nothing contained herein shall be deemed to limit in any way any affect the right to serve process in any other manner permitted by law. If any party law or shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect limit the right of each Purchaser, its partners, directors, officers and members, any person who controls party to bring any Purchaser within action or proceeding against the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process other party in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in partjurisdiction.

Governing Law; Service of Process. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New York. Borrowers and Operating Lessee hereby irrevocably designate and appoint Corporation Service Company, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense 1180 Avenue of the transactions contemplated by Americas, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent to accept and acknowledge on Borrowers’ and Operating Lessee’s behalf service of any and all process that may be served in any suit, action, or proceeding instituted in connection with this Agreement and Loan in any other Transaction Documents (whether brought against a party hereto state or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts court sitting in the City State of New York. Each party hereby If such agent shall cease so to act, Borrowers and Operating Lessee shall irrevocably submits to the exclusive jurisdiction of the state designate and federal courts sitting appoint without delay another such agent in the City State of New York, Borough York satisfactory to Administrative Agent and shall promptly deliver to Administrative Agent evidence in writing of Manhattan for the adjudication such agent’s acceptance of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), such appointment and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, its agreement that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingappointment shall be irrevocable. Each party of each Borrower and Operating Lessee hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action, or Proceeding proceeding instituted in connection with the Loan by (a) the mailing of a copy thereof via registered or by certified mail or overnight delivery (with evidence of delivery) mail, postage prepaid, return receipt requested, to such party at Borrower and Operating Lessee and (b) serving a copy thereof upon the address in effect agent hereinabove designated and appointed by such Borrower and Operating Lessee as its agent for notices to it under this Agreement service of process. Each of each Borrower and Operating Lessee irrevocably agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company it in any such claimsuit, action, or proceeding. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, Administrative Agent to serve process in any other manner permitted by law. The provisions Law or limit the right of this Section 16 shall survive Administrative Agent to bring proceedings against Borrowers and Operating Lessee in any termination of this Agreement, in whole other court or in partjurisdiction.

Governing Law; Service of Process. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, United States, without regard to the principles of conflicts conflict of law thereofprinciples. Any dispute with respect to the interpretation of this Agreement or the rights and obligations of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees that all to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal Proceedings concerning the interpretations, enforcement and defense of actions or proceedings not related to this Agreement or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingAgreement. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

Governing Law; Service of Process. (a) All questions concerning the constructionThis Agreement, validityand any dispute arising out of, enforcement and interpretation of the Transaction Documents relating to, or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except that the Arrangement and the provisions hereof which expressly relate to the Arrangement, the internal affairs of the Company or the OBCA (including the approval and effectiveness of the Arrangement and the exercise and adjudication of Dissent Rights) shall be construed, performed, governed and enforced in accordance with the internal laws Laws of the Province of Ontario. Subject to the last sentence of this Section 10.4(a), the Parties hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the Chancery Court of the State of New YorkDelaware (or, without regard if the Chancery Court of the State of Delaware lacks jurisdiction, the United States District Court for the District of Delaware or the Superior Court of the State of Delaware (Complex Commercial Division)) for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated herein (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by registered mail to the principles addresses of conflicts the Parties set forth in this Agreement shall be effective service of law thereofprocess for any action, suit or proceeding brought against any Party in such courts. Subject to the last sentence of this Section 10.4(a), the Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the State of Delaware and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum. Notwithstanding the foregoing, the Parties hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the Courts of the Province of Ontario situated in the City of Toronto for any actions, suits or proceedings expressly related to the Arrangement or to the provisions hereof which expressly relate to the Arrangement or the OBCA (including the approval and effectiveness of the Arrangement) and hereby (i) agree not to commence any action, suit or proceeding relating thereto except in such courts, (ii) irrevocably and unconditionally waive any objection to the laying of venue of such action, suit or proceeding in such courts, and (iii) further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum. (b) Each party Party hereby agrees that all legal Proceedings concerning the interpretationsany service of process, enforcement and defense summons, notice or document by registered mail addressed to such Person at its address set forth in Section 10.1 shall be effective service of process for any suit, action or proceeding relating to any dispute arising out of this Agreement or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingAgreement. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

Governing Law; Service of Process. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkYork applicable to agreements made in such state, without regard to the principles of excluding any conflicts of law thereoflaws provisions thereof that would result in the application of the laws of any other jurisdiction. Each party agrees that all Any legal Proceedings concerning the interpretationssuit, enforcement and defense action or proceeding arising out of or based upon this Agreement or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall hereby may be commenced exclusively instituted in the state and federal United States District Court for the Southern District of the State of New York or the courts sitting of the State of New York in each case located in the Borough of Manhattan in the City of New York. Each York (the “Specified Courts”), and each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting (except for proceedings instituted in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect regard to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such Action suit, action or Proceeding is improper or is other proceeding brought in any such court has been brought in an inconvenient venue forum. The Company and the Selling Shareholder each irrevocably appoints ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, which currently maintains a New York City office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent (the “Authorized Agent”) to receive service of process or other legal summons for purposes of any such Proceedingsuit, action or proceeding that may be instituted in any Specified Court. Each party hereby irrevocably waives personal The Company and the Selling Shareholder represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and consents agrees to process being served in take any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence and all action, including the filing of delivery) to such party at the address in effect for notices to it under this Agreement any and agrees all documents and instruments, that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served necessary to continue such appointment in any claim brought against the Company, it being understood that the designation full force and appointment of the Process Agent effect as such authorized agent shall become effective immediately without any further action on the part of the Companyaforesaid. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service Service of process upon the Process Agent Authorized Agent, and, in the case of the Company, upon the Company’s registered office in Bermuda, and written notice of said such service to the Company, mailed by first-class mail Company and delivered to the Process Agent, Selling Shareholder shall be deemed deemed, in every respect respect, effective service of process upon the Company in any such claim. Nothing herein shall affect and the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in partSelling Shareholder.

Governing Law; Service of Process. (a) All questions concerning This Agreement, the constructionlegal relations between the parties and any Action, validitywhether contractual or non-contractual, enforcement and interpretation instituted by any party with respect to matters arising under or growing out of the Transaction Documents or in connection with or in respect of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard York (excluding the choice of law provisions thereof) except to the principles of conflicts of law thereof. Each party agrees extent that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated certain matters are preempted by this Agreement and any other Transaction Documents federal law. (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsb) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to and accepts for itself and its properties, generally and unconditionally, the exclusive jurisdiction of the state and federal courts sitting of the State of New York or the United States District Court located in the City State of New York, Borough Southern District, and service of Manhattan for process pursuant to the adjudication laws of such courts, waives any dispute hereunder defense of forum non conveniens and agrees to be bound by any judgment rendered thereby arising under or out of in respect of or in connection herewith with this Agreement or with any transaction contemplated hereby related document or discussed herein (including with respect obligation. Each party further irrevocably designates and appoints the attorney designated as the copyholder in or pursuant to the enforcement Section 9.15 hereof to receive notices on its behalf, as its agent to receive on its behalf service of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert all process in any such Action or Proceedingbefore any body, any claim that it is not personally subject such service being hereby acknowledged to the jurisdiction be effective and binding service in every respect. A copy of any such courtprocess so served shall be mailed by registered mail to each party by mailing the designated attorney at its address provided in Section 9.15, with a copy to the party listed as the primary notice recipient; provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of the service of such process. If any agent so appointed refuses to accept service, the designating party hereby agrees that such Action service of process sufficient for personal jurisdiction in any action against it in the applicable jurisdiction may be made by registered or Proceeding is improper or is an inconvenient venue for such Proceedingcertified mail, return receipt requested, to its address of the attorney designated as the copyholder as provided in Section 9.15. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees acknowledges that such service shall constitute good be effective and sufficient service of process and notice thereofbinding in every respect. Nothing contained herein shall be deemed to limit in any way any affect the right to serve process in any other manner permitted by law. If any party law or shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect limit the right of each Purchaser, its partners, directors, officers and members, any person who controls party to bring any Purchaser within action or proceeding against the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process other party in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in partjurisdiction.

Governing Law; Service of Process. (a) All questions concerning This Agreement and any Legal Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the constructionactions of Parent,[ the Beneficial Owner,] the Stockholder, validityMerger Sub, Merger Sub II or the Company in the negotiation, administration, performance and enforcement and interpretation of the Transaction Documents thereof, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard giving effect to the principles of conflicts any choice or conflict of law thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party of the parties hereto irrevocably agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any other Transaction Documents (whether judgment in respect of this Agreement and the rights and obligations arising hereunder brought against a by another party hereto or its respective affiliatessuccessors or assigns, directors, officers, shareholders, partners, members, employees or agents) shall be commenced brought and determined exclusively in the Delaware Court of Chancery in New Castle County and any state and appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal courts sitting in court within the City State of New YorkDelaware). Each party of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of agrees that it will not bring any dispute hereunder action relating to this Agreement or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and transactions in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or Proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such Action court is brought in an inconvenient forum, (B) the venue of such suit, action or Proceeding proceeding is improper or is an inconvenient venue for (C) this Agreement, or the subject matter hereof, may not be enforced in or by such Proceedingcourts. Each party hereby irrevocably waives personal service The parties hereto further agree that any final and nonappealable judgment against any of process and consents to process being served them in any such Action action, suit or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of deliveryproceeding described in this Section 14(a) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process conclusive and may be enforced in any other manner permitted jurisdiction within or outside the United States by law. If any party suit on judgment, a certified copy of which shall commence an Action or Proceeding to enforce any provisions be conclusive evidence of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees fact and other costs and expenses incurred with the investigation, preparation and prosecution amount of such Action or Proceedingjudgment. (b) The Company hereby Each party hereto irrevocably designates and appoints Philips Nizer LLP (consents to the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon outside the Process Agent and written notice territorial jurisdiction of said service the courts referred to in Section 14(a) in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified pursuant to Section 23. However, the Company, mailed by first-class mail and delivered foregoing shall not limit the right of a party to the Process Agent, shall be deemed in every respect effective effect service of process upon on the Company in any such claim. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in other party by any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in partlegally available method.

Governing Law; Service of Process. (a) All questions concerning the constructionThis Agreement, validityand any dispute arising out of, enforcement and interpretation of the Transaction Documents relating to, or in connection with this Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province of Ontario, except that the provisions hereof which expressly relate to the DGCL (including the approval and effectiveness of the Merger) shall be construed, performed, governed and enforced in accordance with the internal laws DGCL. The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the State Province of New YorkOntario for any actions, without regard suits or proceedings arising out of or relating to this Agreement or the matters contemplated herein (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by registered mail to the principles addresses of conflicts the Parties set forth in this Agreement shall be effective service of law thereofprocess for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum. (b) Each party Party hereby agrees that all legal Proceedings concerning any service of process, summons, notice or document by registered mail addressed to such Person at its address set forth in Section 10.1 shall be effective service of process for any suit, action or proceeding relating to any dispute arising out of this Agreement or the interpretationstransactions contemplated by this Agreement. (c) Notwithstanding anything in this Section 10.4 to the contrary, enforcement and defense without limiting anything set forth in Section 10.13, each of the Parties agrees that it will not bring or support (and it will not support any of its Affiliates to bring or support) any claim, suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against or involving any Debt Financing Source (or any of the parties referred to in subclause (i) of the definition of “Parent Related Parties” with respect to such Debt Financing Source) in any way relating to this Agreement or any of the transactions contemplated by this Agreement and (including any related Debt Financing), including any dispute arising out of or relating in any way to the Debt Commitment Letter, Debt Financing or the performance thereof, in any forum other Transaction Documents (whether brought against a party hereto than any New York State court or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts court sitting in the City County of New York. Each party hereby irrevocably submits York and the Borough of Manhattan (and appellate courts thereof). (d) Notwithstanding anything in this Section 10.4 to the exclusive jurisdiction contrary, and without limiting anything set forth in Section 10.13, each of the Parties agrees that it will not bring or support (and it will not support any of its Affiliates to bring or support) any claim, suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against or involving any source of the Equity Financing in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including any related Equity Financing), including any dispute arising out of or relating in any way to the Equity Purchase Agreement, Equity Financing or the performance thereof, in any forum other than any Delaware state and court or federal courts court sitting in the City County 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 Castle (including with respect to the enforcement of any of the Transaction Documentsand appellate courts thereof), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. (b) The Company hereby irrevocably designates and appoints Philips Nizer LLP (the “Process Agent”) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to each Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of each Purchaser, its partners, directors, officers and members, any person who controls any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Purchaser, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.