to by the Administrative Agent pursuant to procedures
approved by it.
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ARTICLE 15
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
Section 15.01 Choice of Law. THE LOAN DOCUMENTS AND OBLIGATIONS OF THE PARTIES
THEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW
OR TORT LAW ARISING OUT OF THE SUBJECT MATTER THEREOF AND ANY DETERMINATIONS
WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO
THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) THE
ACCURACY OF ANY REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF MULESOFT
AND ITS SUBSIDIARIES IN THE MULESOFT ACQUISITION AGREEMENT AND WHETHER AS A
RESULT OF ANY INACCURACY THEREOF THE BORROWER (OR ANY SUBSIDIARY OR AFFILIATE
THEREOF) HAS THE RIGHT TO TERMINATE ITS (OR THEIR) OBLIGATIONS UNDER THE
MULESOFT ACQUISITION AGREEMENT, OR DECLINE TO CONSUMMATE THE MULESOFT
ACQUISITION, AS A RESULT OF A BREACH OF SUCH REPRESENTATIONS AND WARRANTIES IN
THE MULESOFT ACQUISITION AGREEMENT, (Y) THE DETERMINATION OF WHETHER THE
MULESOFT ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE
MULESOFT ACQUISITION AGREEMENT AND (Z) THE INTERPRETATION OF THE DEFINITION OF
COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE MULESOFT ACQUISITION
AGREEMENT (AS IN EFFECT ON MARCH 20, 2018)) AND WHETHER A COMPANY MATERIAL
ADVERSE EFFECT (AS DEFINED IN THE MULESOFT ACQUISITION AGREEMENT (AS IN EFFECT
ON MARCH 20, 2018)) HAS OCCURRED SHALL, IN EACH CASE, BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF
THE LAW OF ANY OTHER STATE.
Section 15.02 Consent to Jurisdiction. EACH OF THE BORROWER, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY SUBMITS TO JURISDICTION OF ANY FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT
DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE
CITY AND COUNTY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY
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NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS OR ANY LENDER TO BRING PROCEEDINGS
AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BROUGHT BY THE BORROWER, DIRECTLY OR INDIRECTLY, IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN
A COURT IN ANY FEDERAL