the organization of the Corporation, its last annual meeting or the last action by written consent to elect Directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or Director. 2.3. Purpose of Annual Meeting: At each annual meeti

of the Delaware Court of Chancery for the resolution of sophisticated corporate and business issues. Consistent with centering business disputes in the Court of Chancery, the Trust Act vests the Court of Chancery with jurisdiction over litigation involving statutory trusts, including jurisdiction over any disputes r

reted in accordance with the law of the State of Delaware. Unless the General Partner consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any Limited Partner (including an assignee of a Limited Partner's Interest) to b

and administrators. 21 ;06473470 v1 EFTA00608120 ELEVENTH Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action

ct of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of al

o indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation, except to the extent the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication but in view of all the circums