DIRECTOR INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of this ____ day of ____, ____, by and among Susser Petroleum Partners GP LLC, a Delaware limited liability company (the “General Partner”); Susser Petroleum Partners LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and _______________ (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.

WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies and the desire of the Companies to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for the Companies to indemnify and advance expenses on behalf of the directors (including directors that also serve as officers) of the General Partner to the extent permitted by applicable law so that they will serve or continue to serve the Companies free from undue concern regarding such risks;

WHEREAS, the Companies have requested that Indemnitee serve or continue to serve as a director (and officer, as applicable) of the General Partner and may have requested or may in the future request that Indemnitee serve one or more Enterprises as a director or in other capacities;

WHEREAS, in order to induce Indemnitee to serve, or to continue to serve, as a director of the General Partner, and to agree to serve, from time to time, as any Company may request, in any other Corporate Status, the Companies are executing this Agreement;

WHEREAS, Indemnitee is willing to serve as a director of the General Partner or in any other Corporate Status on the condition that Indemnitee be so indemnified;

WHEREAS, the indemnification provisions of this Agreement are a supplement to and in furtherance of the Certificate of Limited Partnership of the Partnership, as amended from time to time after the date hereof (the “Partnership Certificate”), the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time after the date hereof in accordance with the terms thereof (the “Partnership Agreement”), the Certificate of Formation of the General Partner, as amended from time to time after the date hereof (the “General Partner Certificate”), and the Amended and Restated Limited Liability Company Agreement of the General Partner, as amended from time to time after the date hereof in accordance with the terms thereof (the “General Partner Agreement” and, together with the Partnership Certificate, the Partnership Agreement and the General Partner Certificate, the “Company Organizational Documents”), any organizational documents of any other Enterprise (collectively, the “Enterprise Organizational Documents”) and any resolutions adopted by the Board of Directors (pursuant to the General Partner Agreement or the Partnership Agreement) or similar governing body of any other Enterprise, and shall not be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, to the extent Indemnitee is employed by a Sponsor Company, Indemnitee may have certain rights to indemnification, advancement of expenses or insurance provided by

the Designating Partners (or their affiliates), which Indemnitee, the Companies and the Designating Partners (or their affiliates) intend to be secondary to the primary obligation of the Enterprise Entities to indemnify Indemnitee as provided herein or as provided in the Company Organizational Documents or other Enterprise Organizational Documents, with the Companies’ acknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director of the General Partner or in any other Corporate Status.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Companies and Indemnitee do hereby covenant and agree as follows:

1.Services by Indemnitee. Indemnitee will serve or continue to serve as a director of the General Partner (and an officer, if applicable), for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation or is removed in accordance with the General Partner Agreement. Indemnitee may from time to time also agree to serve, as any Company may request from time to time, in any other Corporate Status. Indemnitee and each Company each acknowledge that they have entered into this Agreement as a means of inducing Indemnitee to serve, or continue to serve, the Companies and any Enterprise in such capacities. Indemnitee may at any time and for any reason resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation of law).

2.    Indemnification—General. On the terms and subject to the conditions of this Agreement, the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, liabilities, judgments, fines, penalties, costs, Expenses and other amounts that Indemnitee reasonably incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status and shall advance Expenses to Indemnitee. The obligations of the Companies under this Agreement (a) are joint and several obligations of each Company, (b) shall continue after such time as Indemnitee ceases to serve as a director of the General Partner or in any other Corporate Status and (c) include, without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to the fullest extent permitted under applicable law as in existence on the date hereof (and to such greater extent as applicable law may hereafter from time to time permit) provided that Indemnitee has not engaged in Disabling Conduct. The other provisions in this Agreement are provided in addition to and as a means of furtherance and implementation of, and not in limitation of, the obligations expressed in this Section 2.

3.    Proceedings Other Than Proceedings by or in the Right of the Companies. If, in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of any of the Companies to procure a judgment in its favor, the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably

incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.

4.    Proceedings by or in the Right of the Companies. If, by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Companies to procure a judgment in its favor, the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding; provided, however, that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the applicable Company only if (and only to the extent that) the court in which such Proceeding shall have been brought or is pending shall determine that, despite such adjudication of liability and in view of all circumstances, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the court shall deem proper.

5.    Mandatory Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, any Proceeding brought by or in the right of any Company), the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee against all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, shall be deemed to be a successful result as to such claim, issue or matter.

6.    Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by any of the Companies for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, in whole or in part, the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification.

7.    Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness.

8.    Advancement of Expenses. The Companies shall, to the fullest extent permitted under applicable law, pay on a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. The advancement of such Expenses shall be paid within ten (10) days after receipt by any Company of a properly submitted written request for advancement from Indemnitee pursuant to Section 9(c)(i) of this Agreement, without regard to whether an Adverse Determination has been or may be made, except as contemplated by the last sentence of Section 9(f) of this Agreement. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until such time (if any) as there is a final non-appealable judicial determination that (i) Indemnitee is not entitled to indemnification or (ii) that Indemnitee engaged in Disabling Conduct. Indemnitee shall repay all such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Companies for such Expenses or that Indemnitee engaged in Disabling Conduct. Such repayment obligation shall be unsecured and shall not bear interest. The Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment, except as set forth in this Agreement.

9.    Indemnification Procedures.

unless and until the Companies shall have demonstrated to the reasonable satisfaction of Indemnitee and Indemnitee’s counsel that there is no conflict of interest between the Company and Indemnitee in such Proceeding, after which time, further employment of such counsel by the Indemnitee shall be at the cost and expense of Indemnitee.

Determination shall be made, subject to Section 9(g), in the specific case as follows:

If a Determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such Determination. Indemnitee shall reasonably cooperate with the Persons making such Determination, including providing to such Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to the making of such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Persons making such Determination shall be advanced and borne by the Companies (irrespective of the Determination as to Indemnitee’s entitlement to indemnification), and each Company shall indemnify and hold Indemnitee harmless therefrom.

by the General Partner of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the General Partner, within ten (10) days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected (unless Indemnitee shall request that such selection be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) if there are no Disinterested Directors, a majority vote of the Board, in which event the General Partner shall give written notice to Indemnitee within ten (10) days after receipt of Indemnitee’s request that such selection be made by a majority vote of the Disinterested Directors or the Board, as applicable, specifying the identity and address of the Independent Counsel so selected). In either event, (A) such notice to Indemnitee or the General Partner, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “Independent Counsel” in Section 14 of this Agreement and that it agrees to serve in such capacity and (B) Indemnitee or the General Partner, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the General Partner or to Indemnitee, as the case may be, a written objection to such selection. Any objection to the selection of Independent Counsel pursuant to this Section 9(e) may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of the definition of “Independent Counsel” in Section 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is timely made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court of competent jurisdiction (a “Court”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If, within thirty (30) days after submission of Indemnitee’s request for indemnification pursuant to Section 9(c)(ii), no Independent Counsel shall have been selected and not objected to, either the General Partner or Indemnitee may petition the Court for resolution of any objection that shall have been made by the General Partner or Indemnitee to the other’s selection of Independent Counsel or for the appointment as Independent Counsel of a Person selected by the Court or by such other Person as the Court shall designate, and the Person with respect to whom an objection is so resolved or the Person so appointed shall act as Independent Counsel under Section 9(d). The Companies shall pay any and all fees and expenses reasonably incurred by such Independent Counsel in connection with acting pursuant to Section 9(d), and the Companies shall pay all fees and expenses reasonably incurred incident to the

procedures of this Section 9(e), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any Proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity, pending final disposition of such Proceeding or arbitration and subject to the applicable standards of professional conduct then prevailing.

Indemnitee’s action is based on the records or books of account of the applicable Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors or other governing body of the applicable Enterprise, or on the advice of legal counsel for the applicable Enterprise or on information or records given in reports made to the applicable Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Enterprise; and

The provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

10.    Insurance; Subrogation; Other Rights of Recovery, Etc.

all of the rights of recovery of Indemnitee against any other Enterprise, and Indemnitee hereby agrees, as a condition to obtaining any advancement or indemnification from the Companies, to assign to such Company all of Indemnitee’s rights to obtain from such other Enterprise such amounts to the extent that they have been paid by such Company to or for the benefit of Indemnitee as advancement or indemnification under this Agreement and are adequate to indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request by the Companies) execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable such Company to bring suit or enforce such rights. In addition, if the General Partner, on behalf of itself, pays or causes to be paid (including advancement of Expenses), for any reason, any amounts otherwise indemnifiable or payable hereunder or under any other indemnification agreement or arrangement (whether pursuant to contract, Company Organizational Documents or other Enterprise Organizational Documents or otherwise) with Indemnitee, then the Partnership shall fully indemnify, reimburse and hold harmless the General Partner for all such payments actually made by the General Partner.

provided, however, that (i) the Companies hereby agree on behalf of themselves and each other Enterprise Entity, that, irrespective of whether Indemnitee is employed by a Sponsor Company and therefore may have certain rights to indemnification, advancement of expenses or insurance provided by the Designating Partners or their affiliates, the Enterprise Entities are the indemnitors of first resort under this Agreement, the Company Organizational Documents or other Enterprise Organizational Documents or any other indemnification agreement, arrangement or undertaking (i.e., the Enterprise Entities’ obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement of Expenses and indemnification to Indemnitee are primary without regard to any rights Indemnitee may have to seek or obtain indemnification or advancement of Expenses from any Designating Partner or any of its affiliates other than an Enterprise Entity (or any former Designating Partner or any of its affiliates other than an Enterprise Entity) or from any insurance policy for the benefit of such Indemnitee (other than any directors’ and officers’ insurance policy for the benefit of such Indemnitee maintained or paid for by any Enterprise), and any obligation of any Designating Partner (or any affiliate thereof other than any Enterprise) to provide advancement or indemnification for all or any portion of the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee and any rights of recovery of Indemnitee under any insurance policy for the benefit of such Indemnitee (other than any directors’ and officers’ insurance policy for the benefit of such Indemnitee maintained or paid for by any Enterprise) are secondary), and (ii) if any Designating Partner or any of its affiliates other than an Enterprise Entity (or any former Designating Partner or any of its affiliates other than an Enterprise Entity) pays or causes to be paid, for any reason, or if Indemnitee collects under any insurance policy for the benefit of such Indemnitee (other than any directors’ and officers’ insurance policy for the benefit of such Indemnitee maintained or paid for by any Enterprise), any amounts otherwise payable or indemnifiable hereunder or under any other indemnification agreement, arrangement or undertaking (whether pursuant to contract, organizational document or otherwise) with Indemnitee, then (x) such Designating Partner, former Designating Partner (or affiliate, as the case may be) or insurer, as applicable, shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Companies shall fully indemnify, reimburse and hold harmless such Designating Partner, former Designating Partner (or such affiliate) or insurer, as applicable, for all such payments actually made by such Designating Partner, former Designating Partner (or such affiliate) or insurer.

other Enterprise, except to the extent that such indemnification payments and advance payment of Expenses when taken together with any such amount actually received from other Enterprises or under director and officer insurance policies maintained by one or more Enterprises are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is otherwise entitled to indemnification or other payment hereunder.

11.    Employment Rights; Successors; Third Party Beneficiaries.

shall also inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators.

12.    Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

13.    Exceptions to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement and except as provided in Section 7(a) of this Agreement or as may otherwise be agreed by any Company, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding initiated by Indemnitee (other than a Proceeding by Indemnitee (i) to enforce Indemnitee’s rights under this Agreement or (ii) to enforce any other rights of Indemnitee to indemnification, advancement or contribution from the Companies under any other contract, Company Organizational Document, Enterprise Organizational Document or under statute or other law), unless the initiation of such Proceeding or making of such claim shall have been approved by the Board of Directors of the General Partner. In addition, notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is an officer of a Company or any Enterprise, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding if it is determined by a majority of the board of directors or other governing body of the applicable Enterprise or by Independent Counsel, as applicable, that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Companies or any such Enterprise.

14.    Definitions. For purposes of this Agreement:

connection with indemnification and the decision as to the applicable standard of conduct.

contribution or any other right provided by this Agreement, as well as any taxes paid by the Indemnitee on receipt of indemnification, advancement of Expenses, or contribution under the Agreement. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amounts of judgments or fines against Indemnitee.

proceeding, whether brought by or in the right of any Enterprise or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director (or officer, as applicable) of the General Partner or serving any other Enterprise (in each case whether or not he is acting or serving in any such capacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement).

15.    Construction. Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.

16.    Reliance. The Companies expressly confirm and agree that they have entered into this Agreement and assumed the obligations imposed on each of them hereby in order to induce Indemnitee to serve as a director (and officer, as applicable) of the General Partner, and the Companies acknowledge that Indemnitee is relying upon this Agreement in serving as a director (and officer, as applicable) of the General Partner or in any other Corporate Status.

17.    Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by all of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

18.    Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been direct, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

555 East Airtex Drive
Houston, Texas 77073

Attn: _______________

Susser Petroleum Partners GP LLC
555 East Airtex Drive
Houston, Texas 77073

Attn: General Counsel

or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Companies and (b) in the case of a change in address for notices to any Company, furnished by the Companies to Indemnitee.

19.    Contribution. To the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Companies and Indemnitee as a result of the event(s) or transaction(s) giving cause to such Proceeding; or (ii) the relative fault of the Companies (and their other directors, officers, employees and agents) and Indemnitee in connection with such event(s) or transaction(s).

20.    Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Companies and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware (the “Trial Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Trial Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Trial Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Trial Court has been brought in an improper or otherwise inconvenient forum.

21.    Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

22.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.