Common use of Consent to Jurisdiction and Service of Process Clause in Contracts

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction. JD Luxembourg irrevocably appoints the Company as its agent to receive process with respect to this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower and each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Borrower and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Company with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers acceptCompany accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Company irrevocably agree agrees that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Company to be effective and binding service in every respect. Each of the BorrowersCompany, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Company in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings The Company agrees that any legal suit, action or proceeding brought against the Borrowers by any party to enforce any rights under or with respect to this Agreement Indenture, any Security or any other document or the transactions contemplated hereby or thereby may be brought instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of competent jurisdiction in the State of New YorkAmerica, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, to the fullest extent permitted by law any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. To the extent that the Company has or hereafter may acquire any such jurisdiction. Nothing herein shall affect immunity from jurisdiction of any court (including any court in the right United States, the State of New York or other jurisdiction in which the Company or any successor thereof may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to serve process judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities or any other manner documents or actions to enforce judgments in respect of any thereof, then the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property in any legal action or proceeding relating to this SGR Security Agreement may be brought in any state or federal court and the other Loan Documents to which it is a party, to the exclusive jurisdiction of competent jurisdiction in the Supreme Court of the State of New YorkYork sitting in New York County and of the United States District Court of the Southern District of New York and appellate courts from either of them and any appellate court from any thereof, and, by execution and delivery in any action or proceeding arising out of or relating to this SGR Security Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction each of the aforesaid courts parties hereto hereby irrevocably and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree unconditionally agrees that all process claims in respect of any such proceedings in any such court action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidheard and determined in such New York State court or, to them at their addresses set forth the extent permitted by law, in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectFederal court. Each of the Borrowersparties hereto agrees that a final judgment in any such action or proceeding shall, to the Agents extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the Banks judgment or in any other manner provided by law. (b) Each party hereto hereby irrevocably waives any objectionand unconditionally waives, including without limitationto the fullest extent it may legally and effectively do so, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this SGR Security Agreement in any court referred to in Section 21(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such jurisdictioncourt. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 18. Nothing herein shall in this SGR Security Agreement will affect the right of any party to this SGR Security Agreement to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note , any of the other Credit Documents or the Fee Letter may be brought in the courts of the State of Illinois in Xxxx County or in any state or federal court of competent jurisdiction located in the State of New YorkIllinois, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note, any other Credit Document or the Fee Letter from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Credit Agreement may or any other Credit Document shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each Credit Party, the Borrowers acceptAdministrative Agent and each Lender accepts, for themselves itself and in connection with their propertiesits Properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Each Credit Party, the Administrative Agent and each Lender irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersCredit Party, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptand each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the The Borrowers, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in any the state or of federal court of competent jurisdiction courts located in the State of New YorkDelaware, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Company and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholders each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them the Company or Shareholders at their respective addresses set forth referred to in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectthis Agreement. Each of the Borrowers, the Agents The Company and the Banks Shareholders each hereby irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state New York State or federal Federal court of the United States of America of competent jurisdiction sitting in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Administrative Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers acceptEach Borrower consents, for themselves itself and in connection with their properties, generally and unconditionally, its properties to the non-exclusive jurisdiction of the aforesaid courts United States District Court for the Southern District of New York and irrevocably agree to be bound by of any final judgment rendered thereby New York State court sitting in connection with this Agreement from which no appeal has been taken New York City for purposes of all legal proceedings arising out of the Credit Agreement, any Note or is availableany of the other Credit Documents. The Borrowers irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectto the fullest extent permitted by applicable law. Each of the The Borrowers, the Agents Administrative Agent and the Banks Lenders irrevocably waives waive, to the fullest extent permitted by applicable law, any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower and each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Borrower and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Exchange Offer Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought in any state or federal court of competent jurisdiction exclusively in the State Court of New YorkCommon Pleas of Philadelphia County in the Commonwealth of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Company and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholder each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them the Company or Shareholder at their respective addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers referred to be effective and binding service in every respectherein. Each of the Borrowers, the Agents The Company and the Banks Shareholder each hereby irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Exchange Offer Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers any party hereto with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accepteach of such parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers parties hereto irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent or the Borrower shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers parties hereto to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks parties hereto irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank party to bring proceedings against the Borrowers any other party in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Term Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower and each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Borrower and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with The parties irrevocably agree that any legal proceeding in respect to of this Agreement may be brought in any the courts of the State of New York sitting in the Borough of Manhattan or the United States District Court of the Southern District of New York (collectively, the “Specified Courts”). The parties hereby irrevocably submit to the nonexclusive jurisdiction of the state or and federal court courts of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers parties hereby irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidwaive, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitationlaw, any objection to the laying of venue or based on the grounds of forum non conveniens which it they may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any Specified Court, and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. The parties further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to any party at its address as provided in this Agreement or as otherwise provided by applicable law. Nothing herein shall affect the right of any party to commence proceedings or otherwise proceed against any other party in any jurisdiction or to serve process in any other manner permitted by law applicable law. The parties hereto agree that a final judgment in any such action or proceeding shall limit be conclusive and may be enforced in other jurisdictions by suit on the right of any Agent judgment or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionmanner provided by applicable law.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the courts of the State of New York, and, Texas and by execution and delivery of this Agreement, Agreement the Borrowers Borrower and the other Credit Parties accept, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings The ----------------------------------------------- Issuer and Holder agree that any legal suit, action or proceeding brought against the Borrowers by any party to enforce any rights under or with respect to this Agreement Master Loan Agreement, any Note or any other document or the transactions contemplated hereby or thereby may be brought instituted in any state or federal court in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of competent jurisdiction in the State of New YorkAmerica, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, to the fullest extent permitted by law any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. To the extent that the Issuer has or hereafter may acquire any such jurisdiction. Nothing herein shall affect immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Master Loan Agreement, the right to serve process in Notes, or any other manner documents or actions to enforce judgments in respect of any thereof, the Issuer hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Security Agreement may shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Security Agreement, each Obligor and the Borrowers acceptCollateral Agent accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Security Agreement from which no appeal has been taken or is available. The Borrowers Each Obligor and the Collateral Agent irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to them it at their addresses its address set forth in subsection 10.2 Section 5.01 of the Intercreditor Agreement, and with respect to notices to any Obligor, at its address set forth in Section 9.2 of the Credit Agreement or at such other address of which the Administrative Collateral Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers such Obligor to be effective and binding service in every respect. Each of the Borrowers, the Agents Obligor and the Banks Collateral Agent irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Secured Party to bring proceedings against the Borrowers any Obligor in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or Holdings with respect to this Agreement Agreement, the Bridge Note or any of the other Bridge Loan Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accepteach of the Borrower and Holdings accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Borrower and Holdings irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 SCHEDULE 12.08 or at such other address of which the Administrative Agent Lenders shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and Holdings to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks parties hereto irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank the Lenders to bring proceedings against the Borrowers Borrower and/or Holdings in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptand each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-non exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the The Borrowers, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect The Parties to this Agreement may be brought in any state or federal court of competent jurisdiction in submit to the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts DELAWARE COURT OF CHANCERY (OR, ONLY IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, THE DELAWARE SUPREME COURT OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE), AND ANY APPELLATE COURT FROM ANY THEREOF in respect of the interpretation and irrevocably agree to be bound by enforcement of the provisions of this Agreement and any final judgment rendered thereby related agreement, certificate or other document delivered in connection with herewith and by this Agreement from which no appeal has been taken waive, and agree not to assert, any defense in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other document delivered in connection herewith, that they are not subject thereto or that such action may not be brought or is availablenot maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper. The Borrowers irrevocably agree that all Service of process in any such proceedings in any such court with respect thereto may be effected made upon THE COMPANY OR THE TRA PARTY REPRESENTATIVE by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them such party at their addresses set forth its address as provided in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectSection 10(b). Each each of the Borrowers, the Agents parties hereto hereby irrevocably and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of unconditionally agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any such jurisdiction. Nothing herein shall affect other jurisdictions by suit on the right to serve process judgment or in any other manner permitted provided by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkFlorida, and, by execution and delivery of this Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent Lender shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the Borrowers, the Agents Borrower and the Banks Lender irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Company with respect to this Agreement Agreement, the Note or any of the other Transaction Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, the Borrowers acceptCompany accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Company irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Schedule 11(i) or at such other address of which the Administrative Agent Purchaser shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Company to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks parties hereto irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank the Purchaser to bring proceedings against the Borrowers Company in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the Borrowers with respect to this Agreement may be brought in any state or federal court exclusive jurisdiction of competent jurisdiction in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, by execution and delivery in any action or proceeding arising out of or relating to this Agreement, the Borrowers acceptor for recognition or enforcement of any judgment, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction each of the aforesaid courts parties hereto hereby irrevocably and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree unconditionally agrees that all process claims in respect of any such proceedings in any such court action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidheard and determined in such New York State court or, to them at their addresses set forth the extent permitted by law, in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectFederal court. Each of the Borrowersparties hereto agrees that a final judgment in any such action or proceeding shall, to the Agents extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the Banks judgment or in any other manner provided by law. (b) Each party hereto hereby irrevocably waives any objectionand unconditionally waives, including without limitationto the fullest extent it may legally and effectively do so, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section 20. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such jurisdictioncourt. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17. Nothing herein shall in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Credit Agreement may or any other Credit Document shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Subordinated Creditor and each Company with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State States of New YorkYork or Maryland, and, by execution and delivery of this Agreement, each of the Borrowers acceptSubordinated Creditor and each Company accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction jurisdictions of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Subordinated Creditor and each Company irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 8 or at such other address of which the Administrative Agent other parties hereto shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers such parties hereto to be effective and binding service in every respect. Each of the Borrowers, the Agents Subordinated Creditor and the Banks each Company irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdictionjurisdictions. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Agent or any Bank the Lenders to bring proceedings against the Borrowers Subordinated Creditor or any Company in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Debtor irrevocably submits to the Borrowers with respect to this Agreement may be brought in jurisdiction of any state or federal court of competent jurisdiction sitting in the State of New YorkMaryland over any suit, andaction, by execution and delivery or proceeding arising out of or relating to this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and Note. Debtor irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidwaives, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitationlaw, any objection to the laying of venue or based on the grounds of forum non conveniens which it that Debtor may now or hereafter have to the bringing laying of venue of any such action suit, action, or proceeding brought in any such jurisdictioncourt and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action, or proceeding brought in any such court shall be conclusive and binding upon Debtor and may be enforced in any court in which Debtor is subject to jurisdiction by a suit upon such judgment provided that service of process is effected upon Debtor as provided in this Note or as otherwise permitted by applicable law. Debtor hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by (a) the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Debtor and (b) serving a copy thereof any agent hereafter designated in writing to Creditor by Debtor as Debtor’s agent for service of process. Debtor irrevocably agrees that such service shall be deemed to be service of process upon Debtor in any such suit, action, or proceeding. Nothing herein in this Section shall affect the right of Creditor to serve process in any other manner otherwise permitted by law or shall and nothing in this Section will limit the right of any Agent or any Bank Creditor otherwise to bring proceedings against the Borrowers Debtor in the courts of any other jurisdictionjurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. All judicial proceedings Actions brought against the Borrowers with respect parties arising out of or relating to this Agreement may Agreement, or any obligations hereunder, shall be brought in the Delaware Court of Chancery located in Wilmington, Delaware, to the extent such court can assert jurisdiction over such judicial Action and otherwise in any state court located in Wilmington, Delaware or federal court the courts of competent jurisdiction the United States located in the State of New YorkWilmington, and, by execution Delaware. By executing and delivery of delivering this Agreement, the Borrowers accept, for themselves and in connection with their properties, parties irrevocably: (a) accept generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of any state court located in Wilmington, Delaware or the courts of the United States located in Wilmington, Delaware; (b) waive any objections that such party may now or hereafter have to the laying of venue of any of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby Actions arising out of or in connection with this Agreement from which no appeal brought in the courts referred to in clause (a) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such Action brought in any such court has been taken or is available. The Borrowers irrevocably brought in an inconvenient forum; (c) agree that service of all process in any such proceedings Action in any such court may be effected by mailing a copy thereof made by registered or certified mail (or any substantially similar form of mail), postage prepaidreturn receipt requested, to them such party at their respective addresses set forth provided in subsection 10.2 or at accordance with Section 9.4; and (d) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such other address of which the Administrative Agent shall have been notified pursuant theretoparty in any such Action in any such court, such service being hereby acknowledged by the Borrowers to be and otherwise constitutes effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptand the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Each of the Borrowers and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State Fourth Judicial Circuit, Xxxxx County, Florida or any federal court located in the Middle District of New YorkFlorida, and, by execution and delivery of this Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in the courts of the State of Illinois in Xxxx County or in any state or federal court of competent jurisdiction located in the State of New YorkIllinois, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the County of New York, State of New York or any federal court located in the Southern District of New York, and, by execution and delivery of this Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers acceptThe Borrower consents, for themselves itself and in connection with their properties, generally and unconditionally, its properties to the non-exclusive jurisdiction of the aforesaid courts United States District Court for the Southern District of New York and irrevocably agree to be bound by of any final judgment rendered thereby New York State court sitting in connection with this Agreement from which no appeal has been taken New York City for purposes of all legal proceedings arising out of the Credit Agreement, any Note or is availableany of the other Credit Documents. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to them it at their addresses its address set forth in subsection 10.2 Section 8.2 or at such other address of which the Administrative Agent Lender shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respectto the fullest extent permitted by applicable law. Each of the Borrowers, the Agents The Borrower and the Banks Lender irrevocably waives waive, to the fullest extent permitted by applicable law, any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank the Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Investor Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in any the state or federal court of competent jurisdiction courts located in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Company and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholder each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them the Company or Shareholder at their respective addresses set forth referred to in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being this Agreement. The Company and Shareholder each hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and each hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers any party hereto with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accepteach of such parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers parties hereto irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent or the Borrower shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers parties hereto to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks parties hereto irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank party to bring proceedings against the Borrowers any other party in the courts court of any other jurisdiction.. 108

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers any Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptCredit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Each of the Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Credit Parties to be effective and binding service in every respect. Each of the BorrowersCredit Parties, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers any Credit Party in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note, any of the other Credit Documents or the Fee Letter may be brought in any state or federal court of competent jurisdiction located in the State Borough of New YorkManhattan, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note, any other Credit Document or the Fee Letter from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in any state or federal court the courts of competent jurisdiction in the State of New York or of the United States of America for the Southern District of New York, unless such court shall not have jurisdiction in which case it shall be brought in the Supreme Court of the State of New York sitting in New York County and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Crown and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholder each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them Crown or Shareholder at their respective addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being referred to herein. Crown and Shareholder each hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw. 16.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and., by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each To the fullest extent it may legally and effectively do so, each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may Amendment shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this AgreementAmendment, each of the Borrowers acceptBorrower and the Lender accepts, for themselves itself and in connection with their propertiesits properties and assets, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Amendment from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the Lender irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to them it at their addresses its address set forth in subsection 10.2 or at such other address Section 8.2 of which the Administrative Agent shall have been notified pursuant theretoCredit Agreement, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the Borrowers, the Agents Borrower and the Banks Lender irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank the Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any 77 state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender or the Agent or any Bank to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Administrative Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the County of New York, State of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each of the Borrowers with respect parties hereto and (by their acceptance of the Notes) the Holders irrevocably consents to this Agreement may be brought in the jurisdiction of any state or federal court of competent jurisdiction in the State of New YorkYork or any United States federal court sitting in the Borough of Xxxxxxxxx, andXxx Xxxx Xxxx, by execution Xxx Xxxx, Xxxxxx Xxxxxx, and delivery any appellate court from any thereof and each of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, parties hereto submits to the non-exclusive jurisdiction of their respective corporate domiciles only in respect of any actions or proceedings brought against them hereunder, and waives any immunity from the aforesaid jurisdiction of such courts and irrevocably agree to over any suit, action or proceeding that may be bound by any final judgment rendered thereby brought in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectNotes. Each of the Borrowersparties hereto hereby irrevocably waives, to the Agents and the Banks irrevocably waives any objection, including without limitationfullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Agreement or the laying of venue or based Notes in such courts whether on the grounds of forum non conveniens which it may now venue, residence or hereafter have to domicile or on the bringing of ground that any such suit, action or proceeding has been brought in an inconvenient forum. Additionally, each of the parties hereby waives the right to trial by jury and to assert counterclaim in any such jurisdictionproceedings. Nothing herein shall affect Each of the right to serve process parties hereto hereby agrees that final judgment in any other manner permitted by law such suit, action or proceeding brought in such court shall limit be conclusive and binding upon such party and may be enforced in any court of the right of any Agent or any Bank jurisdiction to bring proceedings against which the Borrowers or such judgment Guarantor, as the case may be, is subject by a suit upon such judgment provided that service of process is effected upon such party in the courts of any other jurisdictionmanner provided by this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each party hereby irrevocably submits to the Borrowers exclusive jurisdiction of any federal or state court located in the State of New York in respect of any action, suit or proceeding arising in connection with respect to this Agreement may Agreement, the Conveyance Documents and the transactions contemplated hereby and thereby, and agrees that any such action, suit or proceeding shall be brought only in any state or federal court the Supreme Court of competent jurisdiction in the State of New York, andCounty of New York, by execution or in the United States District Court for the Southern District of New York (and delivery of waives any objection based on forum non conveniens or any other objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Agreement, Section 10.7 and shall not be deemed to be a general submission to the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of said courts or in the aforesaid courts State of New York other than for such purpose. Any and irrevocably agree to all process may be bound by served in any final judgment rendered thereby action, suit or proceeding arising in connection with this Agreement from which no appeal has or the Conveyance Documents by complying with the provisions of Section 10.1 hereof. Such service of process shall have the same effect as if the party being served were a resident in the State of New York and had been taken or is availablelawfully served with such process in such jurisdiction. The Borrowers irrevocably agree that parties hereby waive all process in any claims of error by reason of such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdictionservice. Nothing herein shall affect the right of any party to serve service process in any other manner permitted by law Law or shall limit the right of any Agent to commence legal proceedings or any Bank to bring proceedings otherwise proceed against the Borrowers other in the courts of any other jurisdictionjurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptAdministrative Agent, the Lenders, the Borrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank party hereto to bring proceedings against the Borrowers another party hereto in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, andAND BY EXECUTION AND DELIVERY OF THIS GUARANTY THE GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, by execution and delivery of this AgreementGENERALLY AND UNCONDITIONALLY, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is availableTHE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. The Borrowers irrevocably agree Guarantor hereby agrees that service of all process in any such proceedings proceeding in any such court may be effected by mailing a copy thereof made by registered or certified mail (or any substantially similar form of mail), postage prepaidreturn receipt requested, to them the Guarantor at their addresses its address set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretobelow its signature hereto, such service being hereby acknowledged by the Borrowers Guarantor to be sufficient for personal jurisdiction in any action against the Guarantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Holder to bring proceedings against the Borrowers Guarantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptand the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Each of the Borrowers and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrowers, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Loan Parties with respect to this Agreement or any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction in the State States of New YorkYork or Maryland, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Loan Parties accepts, for themselves itself and in connection with their propertiesits Properties, generally and unconditionally, the non-exclusive jurisdiction jurisdictions of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Loan Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Schedule 9.09 or at such other address of which the Administrative Agent other Parties shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Parties hereto to be effective and binding service in every respect. Each of the Borrowers, the Agents Borrower and the Banks other Loan Parties irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdictionjurisdictions. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Agent or any Bank the Lenders to bring proceedings against the Borrowers Borrower or the other Loan Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Administrative Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in any the state or of federal court of competent jurisdiction courts located in the State of New YorkDelaware, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Company and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholder each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them the Company or Shareholder at their respective -24- 25 addresses set forth referred to in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectthis Agreement. Each of the Borrowers, the Agents The Company and the Banks Shareholder each hereby irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Agreement Credit Agreement, any Term Loan Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptand each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the The Borrowers, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers any party hereto with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accepteach party hereto accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree Each party hereto agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each party hereto to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non non-conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the courts of the State of New York, and, North Carolina and by execution and delivery of this Agreement, Agreement the Borrowers Borrower and the other Credit Parties accept, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State Fourth Judicial Circuit, Duvax Xxxnty, Florida or any federal court located in the Middle District of New YorkFlorida, and, by execution and delivery of this Agreement, the Borrowers acceptBorrower and each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each The Borrower, each of the Borrowersother Credit Parties, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers acceptBorrower and each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Borrower and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersThe Borrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non non-conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal ---------------------------------------------- action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in any the state or of federal court of competent jurisdiction courts located in the State of New YorkDelaware, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Company and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholders each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them the Company or Shareholders at their respective addresses set forth referred to in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectthis Agreement. Each of the Borrowers, the Agents The Company and the Banks Shareholders each hereby irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect The Grantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement may be brought and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in any state or federal court respect thereof, to the non-exclusive general jurisdiction of competent jurisdiction in the courts of the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction courts of the aforesaid United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and irrevocably agree waives any objection that it may now or hereafter have to be bound by the venue of any final judgment rendered thereby such action or proceeding in connection with this Agreement from which no appeal has been taken any such court or is available. The Borrowers irrevocably agree that all such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such proceedings in any such court action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 of the Term Loan Agreement or at such other address of which the Administrative Agent Secured Party shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Grantor to be sufficient for personal jurisdiction in any action against Grantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing ; (d) agrees that nothing herein shall affect the right to serve effect service of process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers sue in the courts of any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may -have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any other Loan Document shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the Lender accepts, for themselves itself and in connection with their propertiesits properties and assets, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the Lender irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to them it at their addresses its address set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretoSection 8.2, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the Borrowers, the Agents Borrower and the Banks Lender irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank the Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect Each Grantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement may be brought and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in any state or federal court respect thereof, to the non-exclusive general jurisdiction of competent jurisdiction in the courts of the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction courts of the aforesaid United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and irrevocably agree waives any objection that it may now or hereafter have to be bound by the venue of any final judgment rendered thereby such action or proceeding in connection with this Agreement from which no appeal has been taken any such court or is available. The Borrowers irrevocably agree that all such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such proceedings in any such court action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 of the Term Loan Agreement or at such other address of which the Administrative Agent Secured Party shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers such Grantor to be sufficient for personal jurisdiction in any action against such Grantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing ; (d) agrees that nothing herein shall affect the right to serve effect service of process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers sue in the courts of any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may -have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement Loan Agreement, any Note or any of the other Loan Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Loan Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any agrees that a final judgment rendered thereby in connection with this Agreement from which no appeal has been taken any such judicial proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or is availablein any other manner provided by law. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, York and by execution and delivery of this Agreement, the Borrowers accept, Agreement Borrower accepts for themselves itself and in connection with their propertiesthe Collateral, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment judgement rendered thereby in connection with this Agreement from which no appeal has been taken or is availableAgreement. The Borrowers Borrower designates and appoints C T Corporation System and such other Person as may be hereafter selected by Borrower irrevocably agree that agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action or proceeding in process so served shall be mailed by registered mail to Borrower, at its address specified pursuant to Section 27 hereof, except that unless otherwise provided by applicable law, any failure to mail such jurisdictioncopy shall not affect the validity of service of process. If any agent appointed by Borrower refuses to accept service, Borrower hereby agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Collateral Agent or any Bank to bring proceedings against the Borrowers Borrower in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action, suit or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement or otherwise, and any action for enforcement of any judgment in respect thereof, shall be brought in any state or federal court of competent jurisdiction exclusively in the courts of the State of New York located in New York County, or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrowers accept, for themselves and in connection with their propertiesparties hereby accepts, generally and unconditionally, and unconditionally and irrevocably consents to the non-exclusive jurisdiction of the aforesaid courts and appellate courts thereof. Each of SFX and Livent irrevocably agree consents to be bound by service of process out of any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process of the aforementioned courts in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized overnight carrier or delivery service, to them SFX or Livent at their respective addresses set forth referred to in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being Section 2(f) hereof. SFX and Livent each hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or otherwise brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Credit Agreement may or any other Credit Document shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each Credit Party, the Borrowers acceptAdministrative Agent and each Lender accepts, for themselves itself and in connection with their propertiesits Properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Each Credit Party, the Administrative Agent and each Lender irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersCredit Party, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any agrees that a final judgment rendered thereby in connection with this Agreement from which no appeal has been taken any such judicial proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or is availablein any other manner provided by law. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 8.2 or at such other address of which the Administrative Agent Agents shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Company with respect to this Agreement Agreement, the Notes or any of the other Subdebt Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers acceptCompany accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Company irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Schedule 13(i) or at such other address of which the Administrative Agent Purchasers shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Company to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks parties hereto irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank a Purchaser to bring proceedings against the Borrowers Company in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each Guarantor hereby agrees that service of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings proceeding in any such court may be effected by mailing a copy thereof made by registered or certified mail (or any substantially similar form of mail), postage prepaidreturn receipt requested, to them such Guarantor at their addresses set forth its address provided in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto5.2, such service being hereby acknowledged by the Borrowers such Guarantor to be sufficient for personal jurisdiction in any action against such Guarantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers any Guarantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the County of New York, State of New York or any federal court located in the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Company and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers acceptCompany and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Each of the Administrative Agent, the Lenders, the Company and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Company and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersCompany, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Company or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Credit Agreement may or any other Credit Document shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement may Credit Agreement, any Note or any of the other Credit Documents shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrowers acceptBorrower and each of the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrowers Borrower and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each of The Borrower, the Borrowersother Credit Parties, the Agents and the Banks Lenders, to the fullest extent permitted by law, irrevocably waives waive any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Each of the Borrowers with respect parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution heard and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process determined in any such proceedings in any such New York State court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidor, to them at their addresses set forth the fullest extent permitted by law, in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectFederal court. Each of the Borrowersparties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally waives, to the Agents fullest extent it may legally and the Banks irrevocably waives any objection, including without limitationeffectively do so, any objection to the laying of venue or based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictioncourt.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Security Agreement may shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Security Agreement, each Obligor and the Borrowers acceptAdministrative Agent accepts, for themselves itself and in connection with their propertiesits Properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Security Agreement from which no appeal has been taken or is available. The Borrowers Each Obligor and the Administrative Agent irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers such Obligor to be effective and binding service in every respect. Each of the Borrowers, the Agents Obligor and the Banks Administrative Agent irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers any Obligor in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any other Credit Document shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrowers acceptBorrower accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Borrower irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers Borrower to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each To the fullest extent it may legally and effectively do so, each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-non- exclusive jurisdiction of the aforesaid courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers with respect to this Agreement Each party hereby and any person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably agrees that any Legal Dispute shall be brought in any state only to the exclusive jurisdiction of the courts of the State of Delaware or the federal court of competent jurisdiction courts located in the State of New YorkDelaware, and, by execution and delivery of this Agreement, each party hereby consents to the Borrowers accept, for themselves and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction of such courts (and of the aforesaid appropriate appellate courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process therefrom) in any such proceedings in any such court may be effected by mailing a copy thereof by registered suit, action or certified mail (or any substantially similar form of mail), postage prepaidproceeding and irrevocably waives, to them at their addresses set forth in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the Borrowers to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Banks irrevocably waives any objection, including without limitationLaw, any objection to the laying of venue or based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of the venue of any such suit, action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process court or that any such suit, action or proceeding that is brought in any other manner permitted by law such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 16.8 is pending before a court, all actions, suits or shall limit the right of any Agent proceedings with respect to such Legal Dispute or any Bank other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to bring proceedings against the Borrowers exclusive jurisdiction of such court. Each party and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts of for any other jurisdiction.reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court,

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Consolidated Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state court in Mecklenburg County, North Carolina, or in any federal court for the Western District of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent, the Security Trustee and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent the Administrative Agent, the Security Trustee or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Consolidated Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkIllinois, and, by execution and delivery of this Agreement, each of the Borrowers acceptand the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Each of the Borrowers and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrowers, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Borrower and/or any other Credit Party with respect to this Agreement or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of North Carolina or the State of New York, and, by execution and delivery of this Agreement, each of the Borrowers acceptBorrower and the other Credit Parties accepts, for themselves itself and in connection with their its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agree agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers Each of the Borrower and the other Credit Parties irrevocably agree agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to them it at their addresses its address set forth in subsection 10.2 Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers Borrower and the other Credit Parties to be effective and binding service in every respect. Each To the fullest extent it may legally and effectively do so, each of the BorrowersBorrower, the Agents other Credit Parties, the Administrative Agent and the Banks Lenders irrevocably waives any objection, including including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank Lender to bring proceedings against the Borrowers Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrowers Any legal action or proceeding with respect to this Agreement may or any matters arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in any the state or of federal court of competent jurisdiction courts located in the State of New YorkDelaware, and, by execution and delivery of this Agreement, the Borrowers accept, for themselves Company and in connection with their properties, generally and unconditionally, the non-exclusive jurisdiction Shareholder each irrevocably consent to service of process out of any of the aforesaid aforementioned courts and irrevocably agree to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Borrowers irrevocably agree that all process in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by recognized international express carrier or delivery service, to them the Company or Shareholder at their respective addresses set forth referred to in subsection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrowers to be effective and binding service in every respectthis Agreement. Each of the Borrowers, the Agents The Company and the Banks Shareholder each hereby irrevocably waives any objection, including without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. Nothing herein in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Agent or any Bank to bring proceedings against the Borrowers in the courts of any other jurisdictionlaw.