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hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such

suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each party hereto agrees, to the fullest extent that it may effectively do so under applicable law, that a judgment in any suit, action

or proceeding of the nature referred to in Section17(a) brought in any such court shall be conclusive and binding upon such party,

subject to rights of appeal, and may be enforced in the courts of the United States of America or the State of New York (or any other

court the jurisdiction to which the Company is or may be subject) by a suit upon such judgment.

Section18.

Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts

shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

Section19.

Headings.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or

interpretation of, this Agreement.

Section20.

Severability.

If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in

any particular case in any or all jurisdictions because it conflicts with any provisions of any constitution, statute, rule or public policy

or for any other reason, then, to the extent permitted by law, such circumstances shall not have the effect of rendering the provision in

question invalid, inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or

provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

Section21.

Amendments.

This Agreement may be amended by an instrument in writing signed by the parties hereto. Each of the Company and the Purchase

Contract Agent agrees that it will not enter into, cause or permit any amendment or modification of the Transaction Documents or any

other instruments or agreements relating to the Applicable Ownership

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