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

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. By execution and delivery of this Guaranty, the Equity Contributor Guarantor irrevocably and unconditionally: (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive for itself and its property in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, legal action or proceeding against it arising out of or relating to in connection with this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable lawany other Loan Document, each Subsidiary Guarantor irrevocably waives or for recognition and agrees not to assertenforcement of any judgment in respect thereof, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam non-exclusive general jurisdiction of (i) the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America for the Southern District of New York, (ii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iv) appellate courts from any of the foregoing; (b) consents that any such courtaction or proceeding may be brought in or removed to such courts, and waives any objection objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim or that any such suit, action or proceeding brought in any such court has been was brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, court and agrees not to plead or claim the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment.same; (c) Each Subsidiary Guarantor consents to agrees that service of process being served in any suit, such action or proceeding of the nature referred to in paragraph (a) of this Section 17 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 the such Equity Contributor Guarantor at its address of each Subsidiary Guarantor specified referenced in Section 15 6.11 of this Guaranty or at such other address of which you DOE shall then have been notified pursuant thereto; (d) agrees that nothing herein shall (i) affect the right of the Collateral Agent or any Credit Party to said Section or to any agent for effect service of process appointed pursuant in any other manner permitted by law or (ii) limit the right of the Collateral Agent or any Credit Party to commence proceedings against or otherwise xxx such Equity Contributor Guarantor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if and to the provisions of Section 27. Each Subsidiary Guarantor extent permitted by the Governmental Rules; and (e) agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon judgment against it in any such suit, action or proceeding shall be conclusive and (ii) shall, to may be enforced in any other jurisdiction within or without the full extent permitted United States by suit on the judgment or otherwise as provided by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder a certified or exemplified copy of which judgment shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any conclusive evidence of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts fact and amount of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionsuch Equity Contributor Guarantor’s obligation.

Consent to Jurisdiction; Service of Process. By execution and delivery of this Agreement, each Equity Contributor irrevocably and unconditionally: (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive for itself and its property in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, legal action or proceeding against it arising out of or relating to in connection with this Guaranty Agreement or the Notes. To the fullest extent it may effectively do so under applicable lawany other Loan Document, each Subsidiary Guarantor irrevocably waives or for recognition and agrees not to assertenforcement of any judgment in respect thereof, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam non-exclusive general jurisdiction of (i) the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America for the Southern District of New York, (ii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iv) appellate courts from any of the foregoing; (b) consents that any such courtaction or proceeding may be brought in or removed to such courts, and waives any objection objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim or that any such suit, action or proceeding brought in any such court has been was brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, court and agrees not to plead or claim the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment.same; (c) Each Subsidiary Guarantor consents to agrees that service of process being served in any suit, such action or proceeding of the nature referred to in paragraph (a) of this Section 17 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 the such Equity Contributor at its address of each Subsidiary Guarantor specified referenced in Section 15 8.1 of this Agreement or at such other address of which you DOE shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.thereto; (d) Nothing in this Section 17 agrees that nothing herein shall (i) affect the right of any holder Credit Party to effect service of Notes to serve process in any other manner permitted by law, law or (ii) limit any the right that the holders of any of the Notes may have Credit Party to bring commence proceedings against or otherwise xxx such Equity Contributor or any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction other Person in any other jurisdictioncourt of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by the Governmental Rules; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or without the U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of such Equity Contributor’s obligation.

Consent to Jurisdiction; Service of Process. (aq) Each Subsidiary Guarantor irrevocably submits This Guaranty shall be governed by and construed in accordance with the laws of the State of New York applicable to the nonexclusive contracts executed and to be performed in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding without regard to its conflicts of laws principles. The parties irrevocably acknowledge and accept that all actions arising out of under or relating to this Guaranty shall be brought exclusively in a United States District Court or New York State Court located in Albany, New York having subject matter jurisdiction over such matters, and each of the NotesParties hereby consents to and accepts such personal jurisdiction of, and waives any objection as to the laying of venue in, such courts for purposes of such action. To Guarantor further irrevocably consents to the fullest extent it may effectively do so under applicable lawservice of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, each Subsidiary postage prepaid, to Guarantor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to assert, plead or claim in any action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of NYSERDA to serve process in any other manner permitted by way of motion, as a defense law or otherwise, to commence legal proceedings or otherwise proceed against Guarantor in any claim that it is not subject other jurisdiction. (r) Guarantor hereby irrevocably waives (to the in personam jurisdiction of any such court, fullest extent permitted by applicable law) any objection that it may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Guaranty brought in the courts referred to in Section 11(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (bs) Each Subsidiary Guarantor agreesGUARANTOR AND NYSERDA (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgmentPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by Laws, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable lawpermitted by Laws, that a final judgment in any suit, the defense of an inconvenient forum to the maintenance of such action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject court. Each party to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor this Agreement irrevocably consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to in the provisions of manner provided for notices in Section 2710.1. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionLaws.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you the Holders shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits This Guaranty shall be governed by and construed in accordance with the laws of the State of New York applicable to the nonexclusive contracts executed and to be performed in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding without regard to its conflicts of laws principles. The parties irrevocably acknowledge and accept that all actions arising out of under or relating to this Guaranty shall be brought exclusively in a United States District Court or New York State Court located in Albany, New York having subject matter jurisdiction over such matters, and each of the NotesParties hereby consents to and accepts such personal jurisdiction of, and waives any objection as to the laying of venue in, such courts for purposes of such action. To Guarantor further irrevocably consents to the fullest extent it may effectively do so under applicable lawservice of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, each Subsidiary postage prepaid, to Guarantor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to assert, plead or claim in any action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of NYSERDA to serve process in any other manner permitted by way of motion, as a defense law or otherwise, to commence legal proceedings or otherwise proceed against Guarantor in any claim that it is not subject other jurisdiction. (b) Guarantor hereby irrevocably waives (to the in personam jurisdiction of any such court, fullest extent permitted by applicable law) any objection that it may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Guaranty brought in the courts referred to in Section 11(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits This Guaranty shall be governed by and construed in accordance with the laws of the State of New York applicable to the nonexclusive contracts executed and to be performed in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding without regard to its conflicts of laws principles. The parties irrevocably acknowledge and accept that all actions arising out of under or relating to this Guaranty shall be brought exclusively in a United States District Court or New York State Court located in Albany, New York having subject matter jurisdiction over such matters, and each of the NotesParties hereby consents to and accepts such personal jurisdiction of, and waives any objection as to the laying of venue in, such courts for purposes of such action. To Guarantor further irrevocably consents to the fullest extent it may effectively do so under applicable lawservice of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, each Subsidiary postage prepaid, to Guarantor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to assert, plead or claim in any action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of NYSERDA to serve process in any other manner permitted by way of motion, as a defense law or otherwise, to commence legal proceedings or otherwise proceed against Guarantor in any claim that it is not subject other jurisdiction. Guarantor hereby irrevocably waives (to the in personam jurisdiction of any such court, fullest extent permitted by applicable law) any objection that it may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Guaranty brought in the courts referred to in Section 12(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. GUARANTOR AND NYSERDA (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor party hereto hereby irrevocably submits to the nonexclusive in personam non-exclusive jurisdiction of any New York State or federal Federal court sitting in New York City, over City in any suit, action or proceeding arising out of or relating to this Guaranty Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the Notesextent permitted by law, in such Federal court. To The parties hereto hereby irrevocably waive, to the fullest extent it they may effectively do so under so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree 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. In addition, each of the parties hereto hereby irrevocably and unconditionally agrees (a) to be subject to the non-exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) (1) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (2) that, to the fullest extent permitted by applicable law, each Subsidiary Guarantor irrevocably waives service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and agrees not that service made pursuant to assert(b) (1) or (2) above shall, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumDelaware. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) Contributor and the Contributee agrees that service of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and process may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 effected by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Contributor or the Contributee, as applicable, at its address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 2710.5. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 10.9 shall affect the right of any holder of Notes the Contributor or the Contributee to serve legal process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor With respect to any Action resulting from, relating to or arising out of this Agreement, or the rights and obligations arising hereunder, brought by any party hereto or its successors or assigns, each of the parties hereto irrevocably and unconditionally submits to the nonexclusive in personam exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular Action, to the exclusive jurisdiction of any New York state court in the State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty Delaware or the NotesUnited States District Court for Delaware (the “Designated Courts”). To the fullest extent it may effectively do so under applicable lawIn any such Action, each Subsidiary Guarantor of the parties hereto irrevocably and unconditionally waives and agrees not to assert, assert by way of motion, as a defense or otherwiseotherwise (i) that its property is exempt or immune from attachment or execution, any claim (ii) that it such Action is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. , (biii) Each Subsidiary Guarantor agreesthat the venue of such Action is improper, (iv) that such Action should be transferred or removed to any court other than the fullest extent it may effectively do so under applicable lawDesignated Courts, that a final judgment or should be stayed by reason of the pendency of some other proceeding in any suitother court other than the Designated Courts, action or proceeding (v) that this Agreement or the subject matter hereof may not be enforced in or by the Designated Courts. Each of the nature referred parties hereto hereby agrees not to in paragraph (a) of this Section 17 brought in commence any such court Action other than before the Designated Courts. Each of the parties hereto also hereby agrees that any final and unappealable judgment against a party in connection with any such Action shall be conclusive and binding upon on such party, subject to rights of appeal party and that such judgment may be enforced in the courts any court of competent jurisdiction, either within or outside of the United States U.S. A certified or exemplified copy of America or such judgment shall be conclusive evidence of the State fact and amount of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor . With respect to any Action for which it has submitted to jurisdiction pursuant to this Section 8.10(a), each party irrevocably consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed in the manner provided for the giving of notices pursuant to the provisions of Section 278.2 hereof. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 8.10(a) shall affect the right of any holder of Notes party to serve process in any other manner permitted by Law. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in the State of Delaware for any purpose except with respect to any Action resulting from, relating to or arising out of this Agreement or (b) be deemed to confer rights on any Person other than the respective parties to this Agreement. (b) Notwithstanding anything herein to the contrary, each of the parties hereto agrees, on behalf of itself and its Subsidiaries, that it will not bring or support any Action (whether at law, in equity, in contract, in tort or limit otherwise) against any right that the holders of Financing Source in any way relating to this Agreement or any of the Notes may have transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to bring proceedings against the Financing Commitment, the Purchaser Credit Agreement or the performance thereof, in any Subsidiary Guarantor forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The provisions of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionthis Section 8.10(b) shall be enforceable by each Financing Source.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Seller Parties and the Purchaser hereby irrevocably submits submit to the nonexclusive in personam exclusive jurisdiction of any New York State the state or federal court sitting courts located in the Borough of Manhattan in New York CityYork, over in connection with any suit, action or other proceeding arising out of or relating to this Guaranty or Agreement and the Notes. To the fullest extent it may effectively do so under applicable lawtransactions contemplated hereby, each Subsidiary Guarantor irrevocably waives and agrees hereby agree not to assert, by way of motion, as a defense defense, or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such courts. (b) Each of La Nación and HEI hereby irrevocably appoints CT Corporation System (the “Process Agent”) with an office on the Effective Date at 000 0xx Xxxxxx #00, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its agent to receive and forward on behalf of La Nación and HEI and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding relating to this Agreement. Such service may be made by mailing or delivering a copy of such process to the La Nación and HEI (as applicable) in care of the Process Agent at the Process Agent’s above address, and each of La Nación and HEI hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of La Nación and HEI also irrevocably consents to the service of any and all process in any such action or proceeding by sending copies of such process by mail (by method requiring evidence of receipt) with a second copy to be sent to La Nación and HEI (as applicable) by courier at its address specified herein, such service (i) to become effective seven (7) days after such mailing, (ii) shallwill be deemed personal service and will be accepted as such, to the full extent permitted by law, be taken and held to (iii) will be valid personal service upon and personal delivery to binding for all purposes of any such partyaction or proceeding. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 herein shall affect the right of any holder of Notes Party hereto to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionapplicable Law.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Parties hereby irrevocably submits to the nonexclusive in personam jurisdiction of acknowledges and consents that any New York State or federal court sitting in New York City, over any suit, legal action or proceeding brought with respect to any of the obligations arising out of under or relating to this Guaranty Agreement shall be brought in the courts of the State of New York, or if it has or can acquire jurisdiction, in the Notes. To United States District Court for the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way Southern District of motionNew York, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any Party bringing such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in may elect, and each of the Parties hereby irrevocably submits to and accepts with regard to any such court action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party hereby further irrevocably waives any claim that any such suitcourts lack jurisdiction over such Party and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court has been brought in lacks jurisdiction over such Party. Each of the Seller, HEI and/or SALN hereby agrees to irrevocably appoint CT Corporation System (the “Process Agent”) with an inconvenient forum. (b) Each Subsidiary Guarantor agreesoffice at 000 0xx Xxxxxx #00, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its agent to receive and forward on behalf of the fullest extent it Seller, HEI and SALN and their respective property service of copies of the summons and complaint and any other process which may effectively do so under applicable law, that a final judgment be served in any suit, action or proceeding relating to this Agreement. Such service may be made by mailing or delivering a copy of such process to the Seller, HEI and SALN in care of the nature referred Process Agent at the Process Agent’s above address, and each of the Seller, HEI and SALN hereby irrevocably authorizes and directs the Process Agent to in paragraph (a) accept such service on its behalf. As an alternative method of this Section 17 brought service, each Party irrevocably consents to the service of process in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 by mailing a copy copies thereof by registered or certified mail, postage prepaid, return receipt requestedto such Party, to the at its address of each Subsidiary Guarantor specified for notices set forth in Section 15 or at 9.2 of this Agreement, such other address of which you shall then have been notified pursuant service to said Section or become effective ten days after such mailing. Each Party hereby irrevocably waives any objection to any agent for such service of process appointed pursuant and further irrevocably waives and agrees not to the provisions of Section 27. Each Subsidiary Guarantor agrees plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby that such service upon receipt (i) shall be deemed in every respect effective service of process upon it was in any such suitway invalid or ineffective. Subject to Section 9.4(d) of this Agreement, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder foregoing shall be conclusively presumed received as evidenced by a delivery receipt furnished by not limit the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right rights of any holder of Notes either Party to serve process in any other manner permitted by law, or limit . The foregoing consents to jurisdiction shall not constitute general consents to service of process for any right that purpose except as provided above and shall not be deemed to confer rights on any Person other than the holders of any of the Notes may have Parties to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionthis Agreement.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The parties hereto irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Guaranty in connection with, the Transaction Documents or the Notes. To Transactions shall be brought exclusively in federal or state courts located in the state of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent it may effectively do so under applicable permitted by law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, suit action or proceeding brought in any such court and any claim or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) Each Subsidiary Guarantor agreesthat it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such partyis brought in an inconvenient forum, subject to rights (ii) the venue of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and is improper or (iiiii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by lawTransaction Documents, or limit any right that the holders of any of the Notes subject matter hereof, may have to bring proceedings against any Subsidiary Guarantor not be enforced in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionby such courts.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held the defense of an inconvenient forum to be valid personal the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service upon and personal delivery to such partyof process in the manner provided for notices in Section 10.1. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you the Holders shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27Section. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes Holder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Holders may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (ai) Each Subsidiary Guarantor TWC, the Administrative Agent, the Borrower and the Guarantors (1) each hereby irrevocably submits to the nonexclusive in personam jurisdiction of any the state courts of the State of New York State or federal court sitting in and the jurisdiction of the United States District Court for the Southern District of New York CityYork, over for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Guaranty Agreement or the Notes. To subject matter hereof brought by TWC, the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably Administrative Agent or their respective successors or assigns and (2) hereby waives and agrees not to assert, by way of motion, as a defense defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the in personam jurisdiction of any such courtthe above-named courts, any objection that it may now its property is exempt or hereafter have to immune from attachment or execution, that the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim an inconvenient forum, that any such the venue of the suit, action or proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (3) each hereby waives in any such court has been brought in an inconvenient forumaction, suit or proceeding any offsets or counterclaims which are unrelated to the transactions contemplated herein. (bii) Each Subsidiary TWC, the Administrative Agent, each Guarantor agreesand the Borrower each hereby consents to service of process by registered mail at the address to which notices are to be given. TWC, the Administrative Agent, each Guarantor and the Borrower each agrees that its submission to jurisdiction and its consent to service of process by mail is made for the fullest extent it may effectively do so under applicable lawexpress benefit of TWC or the Administrative Agent and the SG Lenders. Final judgment against any of TWC, that a final judgment the Administrative Agent, any Guarantor or the Borrower in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of the nature referred to in paragraph (a) of this Section 17 brought in any such court which shall be conclusive evidence of the fact and binding upon of the amount of any indebtedness or liability of TWC, the Administrative Agent, any Guarantor or the Borrower therein described or (ii) in any other manner provided by or pursuant to the laws of such partyother jurisdiction; provided, subject to rights however, that TWC or the Administrative Agent, as applicable, may at its option bring suit, or institute other judicial proceedings against any of appeal and may be enforced TWC, the Administrative Agent, any Guarantor or the Borrower or any of their respective assets in the courts any state or Federal court of the United States or of America any country or the State of New York (or any other courts to the jurisdiction of which place where such party is or their respective assets may be subject) by a suit upon such judgmentfound. (ciii) Each Subsidiary TWC, the Administrative Agent, each Guarantor consents and the Borrower further each covenants and agrees that so long as this Agreement shall be in effect, each shall maintain a duly appointed agent for the receipt and acceptance on its behalf of service of summons and other legal processes, and upon failure to do so the clerk of each court to whose jurisdiction it has submitted shall be deemed to be its respective designated agent upon whom such process being may be served in any on its behalf, and notification by the attorney for plaintiff, complainant or petitioner therein by mail or telegraph to TWC, the Administrative Agent, such Guarantor or the Borrower of the filing of each suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicesufficient notice thereof. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Subordinated Creditors and the Borrower (i) hereby irrevocably submits to the nonexclusive in personam jurisdiction of any the state courts of the State of New York State or federal court sitting in and the jurisdiction of the United States District Court for the Southern District of New York CityYork, over for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Guaranty Agreement or the Notes. To subject matter hereof brought by the fullest extent it may effectively do so under applicable lawSenior Agent or its successors or assigns, and (ii) each Subsidiary Guarantor irrevocably hereby waives and agrees not to assert, by way of motion, as a defense defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the in personam jurisdiction of any such courtthe above-named courts, any objection that it may now its property is exempt or hereafter have to immune from attachment or execution, that the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim an inconvenient forum, that any such the venue of the suit, action or proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in any or by such court has been brought in an inconvenient forumcourt. (b) Each Subsidiary Guarantor agrees, of the Subordinated Creditors and the Borrower each hereby consents to service of process by registered mail at the fullest extent it may effectively do so under applicable law, address to which notices are to be given. Each of the Subordinated Creditors. and the Borrower each hereby agrees that its submission to jurisdiction and its consent to service of process by mail are made for the express benefit of the Senior Agent and the Senior Creditors. Final judgment against any of the Subordinated Creditors or a final judgment Loan Party in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of the nature referred to in paragraph (a) of this Section 17 brought in any such court which shall be conclusive evidence of the fact and binding upon of the amount of any indebtedness or liability of the Subordinated Creditors or a Loan Party therein described or (ii) in any other manner provided by or pursuant to the laws of such partyother jurisdiction; provided, subject to rights however, that the Senior Agent may at its option bring suit, or institute other judicial proceedings against any of appeal and may be enforced the Subordinated Creditors or a Loan Party or any of their respective assets in the courts any state or Federal court of the United States or of America any country or the State of New York (or any other courts to the jurisdiction of which place where such party is or their respective assets may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served found in any suit, action or proceeding of the nature referred to in paragraph (a) furtherance of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceclause. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any court of the State of New York State or federal court sitting in New York, New York Cityor any Federal court of the United States of America sitting in the Southern District of New York and any appellate court from any thereof, over in any action or proceeding arising out of or relating to this Agreement or any transaction contemplated by this Agreement or for recognition or enforcement of any judgment relating to the transactions contemplated by this Agreement, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court of the State of New York or, to the extent permitted by law, in such Federal court. Each of the parties 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, transactions contemplated by way of motion, as a defense or otherwise, this Agreement in any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying court of the venue State of New York sitting in New York, New York or any such suit, action or proceeding brought in any such Federal court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or sitting in the State Southern District of New York (or any other courts York. Each of the parties hereto hereby irrevocably waives, to the jurisdiction fullest extent permitted by law, the defense of which an inconvenient forum to the maintenance of such party is action or may be subject) by a suit upon proceeding in any such judgmentcourt. (c) Each Subsidiary Guarantor of the parties hereto hereby irrevocably and unconditionally consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to in the provisions of manner provided for notices in Section 2714. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. For the purposes of ------------------------------------------- assuring that the Assignee and the Noteholders may enforce their respective rights under this Agreement, the Assignor for itself and its successors and assigns, hereby irrevocably (ai) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of agrees that any New York State legal or federal court sitting in New York Cityequitable action, over any suit, action suit or proceeding against the Assignor arising out of or relating to this Guaranty Agreement or the Notes. To Note Documents or any transaction contemplated hereby or the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction matter of any such courtof the foregoing may be instituted in any state or Federal court in the Borough of Manhattan in the State of New York, (ii) waives any objection that which it may now or hereafter have to the laying of the venue of any action, suit or proceeding in the State of New York or any claim of forum non conveniens in the -------------------- State of New York, and (iii) irrevocably submits itself to the non-exclusive jurisdiction of any state or Federal court of competent jurisdiction in the Borough of Manhattan in the State of New York for purposes of any such suitaction, suit or proceeding. Without limiting the foregoing, the Assignor hereby appoints, in the case of any such action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of or in the United States State of America or New York, CT Corporation System, with offices on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive, for it and on its behalf, service of process in the State of New York (or with respect thereto, provided the Assignor may appoint any other courts person, reasonably acceptable to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. Assignee (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding acting on the instructions of the nature referred Required Holder(s)), with offices in the State of New York to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at replace such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant upon delivery to the provisions Noteholders of Section 27a reasonably acceptable agreement of such new agent agreeing so to act. Each Subsidiary Guarantor The Assignor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it by means of notice (as provided in Section 11.10 of the Note Agreement) of any such suitaction, action suit or proceeding and (ii) shall, with respect to the full extent permitted by law, any matter as to which it has submitted to jurisdiction as set forth in this Section 14 shall be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceit. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. By execution and delivery of this Agreement, the Equity Contributor irrevocably and unconditionally: (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive for itself and its property in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, legal action or proceeding against it arising out of or relating to in connection with this Guaranty Agreement or the Notes. To the fullest extent it may effectively do so under applicable lawany other Loan Document, each Subsidiary Guarantor irrevocably waives or for recognition and agrees not to assertenforcement of any judgment in respect thereof, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam non-exclusive general jurisdiction of (i) the courts of the United States of America for the Southern District of New York, (ii) the courts of the United States of America located in the District of Columbia, (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iv) appellate courts from any of the foregoing; (b) consents that any such courtaction or proceeding may be brought in or removed to such courts, and waives any objection objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim or that any such suit, action or proceeding brought in any such court has been was brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, court and agrees not to plead or claim the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment.same; (c) Each Subsidiary Guarantor consents to agrees that service of process being served in any suit, such action or proceeding of the nature referred to in paragraph (a) of this Section 17 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 the Equity Contributor at its address of each Subsidiary Guarantor specified referenced in Section 15 7.1 of this Agreement or at such other address of which you DOE shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.thereto; (d) Nothing in this Section 17 agrees that nothing herein shall (i) affect the right of any holder Credit Party to effect service of Notes to serve process in any other manner permitted by law, law or (ii) limit any the right that the holders of any of the Notes may have Credit Party to bring commence proceedings against or otherwise xxx the Equity Contributor or any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction other Person in any other jurisdictioncourt of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Governmental Rules; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or without the U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of the Equity Contributor’s obligation.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Senior Agent, the Subordinated Lender, each Subordinated Creditor and each Borrower (i) each hereby irrevocably submits to the nonexclusive in personam jurisdiction of any the state courts of the State of New York State or federal court sitting in and the jurisdiction of the United States District Court for the Southern District of New York CityYork, over for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Guaranty Agreement or the Notes. To subject matter hereof brought by the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably Senior Agent or its successors or assigns and (ii) hereby waives and agrees not to assert, by way of motion, as a defense defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the in personam jurisdiction of any such courtthe above-named courts, any objection that it may now its property is exempt or hereafter have to immune from attachment or execution, that the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim an inconvenient forum, that any such the venue of the suit, action or proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) each hereby waives in any such court has been brought in an inconvenient forumaction, suit or proceeding any offsets or counterclaims which are unrelated to the transactions contemplated herein. (b) Each Subsidiary Guarantor agreesThe Senior Agent, the Subordinated Lender, each Subordinated Creditor and each Borrower each hereby consents to service of process by registered mail at the fullest extent it may effectively do so under applicable lawaddress to which notices are to be given hereunder. Final judgment against any of the Subordinated Lender, that a final judgment Subordinated Creditor or a Loan Party in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of the nature referred to in paragraph (a) of this Section 17 brought in any such court which shall be conclusive evidence of the fact and binding upon of the amount of any indebtedness or liability of the Subordinated Lender, a Subordinated Creditor or a Loan Party therein described or (ii) in any other manner provided by or pursuant to the laws of such partyother jurisdiction; provided, subject to rights however, that the Senior Agent may at its option bring suit, or institute other judicial proceedings against any of appeal and may be enforced the Subordinated Lender, a Subordinated Creditor or a Loan Party or any of their respective assets in the courts any state or Federal court of the United States or of America any country or the State of New York (or any other courts to the jurisdiction of which place where such party is or their respective assets may be subject) by a suit upon such judgmentfound. (c) Each Subsidiary Guarantor consents The Senior Agent, the Subordinated Lender, each Subordinated Creditor and each Borrower further each covenants and agrees that so long as this Agreement shall be in effect, if it does not maintain an office in New York, New York that has staff available during ordinary business hours to accept service of process, it shall maintain a duly appointed agent in such city (which shall be a nationally recognized corporation services company) for the receipt and acceptance on its behalf of service of summons and other legal processes and shall notify the other parties of the identity and address of such agent; and upon such appointing party’s failure to do so the clerk of each court to whose jurisdiction it has submitted shall be deemed to be its respective designated agent upon whom such process being may be served in any on its behalf, and notification by the attomey for plaintiff, complainant or petitioner therein by mail or telegraph to such party of the filing of each suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicesufficient notice thereof. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, any Group Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of 121 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and held to be valid personal service upon filed separately with the Securities and personal delivery to such partyExchange Commission. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by process in the United States Postal Service or any reputable commercial delivery service. (d) manner provided for notices in Section 10.1. Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held the defense of an inconvenient forum to be valid personal the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service upon and personal delivery to such partyof process in the manner provided for notices in Section 10.1. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Company irrevocably submits to the nonexclusive in personam jurisdiction of agrees that any New York State or federal court sitting in New York City, over any legal suit, action or proceeding against the Company brought by the Depositary or any Holder, arising out of or relating to based upon this Guaranty Deposit Agreement or the Notes. To the fullest extent it transactions contemplated hereby, may effectively do so under applicable lawbe instituted in any state or federal court in New York, each Subsidiary Guarantor New York, and irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that which it may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in any such court and any claim proceeding. The Company also irrevocably agrees that any such legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be instituted by the Depositary and Holders in any competent court in the Cayman Islands, Hong Kong, the People's Republic of China and/or the United States, or by the Depositary through the commencement of an arbitration pursuant to Section 19(b) of this Deposit Agreement. The Company has appointed Law Debenture Corporate Services Inc., 400 Madison Avenue, 4th Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, xx xxx xxxxxxxxxx xxxnt (the "Authorized Agent") upon which process may be served in any action or proceeding arising out of or based on this Deposit Agreement or the transactions contemplated hereby by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such court has been brought appointment in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, full force and effect. The Company further hereby irrevocably consents and agrees to the fullest extent it may effectively do so under applicable lawservice of any and all legal process, that a final judgment summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, return receipt requested, to its address provided in Section 17(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to the address Company shall not impair or affect in any way the validity of each Subsidiary Guarantor specified such service or any judgment or award rendered in Section 15 any action or at such other address proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of which you shall then have been notified pursuant the Company to said Section or to any agent for receive service of process appointed pursuant process, notice or papers, the Company shall promptly advise the Depositary thereof and shall promptly appoint a successor acceptable to the provisions of Section 27Depositary to serve as Authorized Agent hereunder. Each Subsidiary Guarantor agrees that In the event the Company fails to continue such service upon receipt (i) shall be deemed designation and appointment in every respect effective full force and effect as aforesaid, the Company hereby waives personal service of process upon it in and consents that any such suitservice of process may be made by certified or registered mail, action or proceeding and (ii) shallreturn receipt requested, directed to the full extent permitted by lawCompany at its address last specified for notices hereunder, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder of process so made shall be conclusively presumed received as evidenced by a delivery receipt furnished by deemed completed five (5) days after the United States Postal Service or any reputable commercial delivery servicesame shall have been so mailed. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary The Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, the city of New York CityYork, over any suit, action or proceeding arising out of or relating to this Guaranty or the NotesGuaranty. To the fullest extent it may effectively do so under applicable law, each Subsidiary the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary The Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 20 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York Wisconsin (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 20 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary the Guarantor specified in Section 15 17 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 20 shall affect the right of any holder of Notes Holder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Holders may have to bring proceedings against any Subsidiary the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Parties hereby irrevocably submits to the nonexclusive in personam jurisdiction of acknowledges and consents that any New York State or federal court sitting in New York City, over any suit, legal action or proceeding brought with respect to any of the obligations arising out of under or relating to this Guaranty Agreement shall be brought in the courts of the State of New York, or if it has or can acquire jurisdiction, in the Notes. To United States District Court for the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motionXxxxxxxx Xxxxxxxx xx Xxx Xxxx, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any Party bringing such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in may elect, and each of the Parties hereby irrevocably submits to and accepts with regard to any such court action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party hereby further irrevocably waives any claim that any such suitcourts lack jurisdiction over such Party and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court has been brought in an inconvenient forum. (b) lacks jurisdiction over such Party. Each Subsidiary Guarantor agrees, Party irrevocably consents to the fullest extent it may effectively do so under applicable law, that a final judgment service of process in any suit, such action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy copies thereof by registered or certified mail, postage prepaid, return receipt requestedto such Party, to the at its address of each Subsidiary Guarantor specified for notices set forth in Section 15 or at 9.2 of this Agreement, such other address of which you shall then have been notified pursuant service to said Section or become effective ten days after such mailing. Each Party hereby irrevocably waives any objection to any agent for such service of process appointed pursuant and further irrevocably waives and agrees not to the provisions of Section 27. Each Subsidiary Guarantor agrees plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby that such service upon receipt (i) shall be deemed in every respect effective service of process upon it was in any such suitway invalid or ineffective. Subject to Section 9.3(d) of this Agreement, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder foregoing shall be conclusively presumed received as evidenced by a delivery receipt furnished by not limit the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right rights of any holder of Notes either Party to serve process in any other manner permitted by law, or limit . The foregoing consents to jurisdiction shall not constitute general consents to service of process for any right that purpose except as provided above and shall not be deemed to confer rights on any Person other than the holders of any of the Notes may have Parties to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionthis Agreement.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you each Holder shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 2726. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes Holder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Holder may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, Any legal action or proceeding arising out of or relating with respect to this Guaranty Agreement may be brought in the courts of the State of New York or of the Notes. To United States of America for the fullest extent Southern District of New York, and, by execution and delivery of this Agreement, the Pledgor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and hereby irrevocably waives any right it may effectively do so under applicable law, each Subsidiary Guarantor have to object to the laying of venue of any such action or proceeding in the aforesaid courts and hereby further irrevocably waives and agrees not to assert, by way of motion, as a defense plead or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees. The Pledgor hereby irrevocably designates, appoints and empowers CT Corporation System with 189 EXHIBIT E-3 Page 18 offices on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Pledgor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the fullest extent it may effectively do so Pledgee for the Secured Parties under applicable law, that a final judgment this Agreement. The Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any suit, such action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy copies thereof by registered or certified mail, postage prepaid, return receipt requested, to the Pledgor at its address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27set forth opposite its signature below. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 herein shall affect the right of any holder of Notes the Secured Parties to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction law or to enforce in any lawful manner a judgment obtained in one jurisdiction commence legal proceedings or otherwise proceed against the Pledgor in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held the defense of an inconvenient forum to be valid personal the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service upon and personal delivery to such partyof process in the manner provided for notices in Section 10.1. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Consent to Jurisdiction; Service of Process. (a) 17.1 Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) 17.2 Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) 17.3 Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) 17.4 Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held the defense of an inconvenient forum to be valid personal the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service upon and personal delivery to such partyof process in the manner provided for notices in Section 10.1. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Lessee represents that it is subject to service of process in the State and covenants that it will remain so subject during the term of this Agreement. If for any reason the Lessee should cease to be so subject to service of process in the State, the Lessee hereby designates and appoints, without power of revocation, John J. Bishar, Jr., Esq., as its agent for service of process, xxx, xx xxxx xxxxx shall cease to act or otherwise cease to be subject to service of process in the State, the Lessee hereby irrevocably submits to designates and appoints the nonexclusive in personam jurisdiction Secretary of State of the State of New York as the agent of the Lessee upon whom may be served all process, pleadings, notices or other papers which may be served upon the Lessee as a result of any New York State of its obligations under this Agreement or federal court sitting in New York Cityany other Security Document; provided, over however, that the serving of such process, pleadings, notices or other papers shall not constitute a condition to any the Lessee's obligations hereunder or under any other Security Document. (b) The Lessee irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of this Agreement or relating to this Guaranty any other Security Document may be brought in the courts of record of the State of New York in Suffolk County or the Notes. To courts of the fullest extent United States, Eastern District of New York; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any of such courts. The Lessee shall accept and acknowledge service of any and all process in any such suit, action or proceeding brought in any such court court. The Lessee agrees and any claim consents that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it such agent set forth in any subsection (a) above and written notice of such suit, action or proceeding and (ii) shall, service to the full extent permitted by law, Lessee shall be taken and held to be valid personal service upon the Lessees whether or not the Lessee shall then be doing, or at any time shall have done, business within the State and personal delivery to that any such party. Notices hereunder service of process shall be conclusively presumed received of the same force and validity as evidenced by a delivery receipt furnished if service were made upon the Lessees according to the laws governing the validity and requirements of such service in the State. Such agent shall not have any power or authority to enter into any appearance or to file any pleadings in connection with any suit, action or other legal proceedings against the Lessee or to conduct the defense of any such suit, action or any other legal proceeding except as expressly authorized by the United States Postal Service or any reputable commercial delivery serviceLessee. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto, by his or its execution of this Agreement, irrevocably submits to the nonexclusive in personam exclusive jurisdiction of any New York State state or federal court sitting in New York Citythe City of Los Angeles, California over any suit, action or proceeding arising out 45 50 of or relating to this Guaranty Agreement. Each of the parties hereto, by his or the Notes. To its execution of this Agreement, irrevocably waives, to the fullest extent it may effectively do so under applicable permitted by law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. (b) . Each Subsidiary Guarantor agreesof the parties hereto, to the fullest extent it may effectively do so under applicable lawby his or its execution of this Agreement, agrees that a final judgment in any such suit, action or proceeding brought in such a court, after all available appeals, shall be conclusive and binding upon it. Process may be served upon any party hereto in any suit, action, counterclaim or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 13.6 by mailing a copy copies thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified such party set forth in Section 15 13.4 or at such to any other address of which you such party shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant given written notice to the provisions of Section 27other parties hereto as provided in this Agreement. Each Subsidiary Guarantor of the parties hereto, by his or its execution of this Agreement, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action action, counterclaim or proceeding proceeding, and (ii) shall, shall to the full fullest extent permitted enforceable by law, be taken and held to be valid personal service upon and personal delivery to such partyit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 Agreement, or any modification, waiver, or amendment hereto, shall affect the right of any holder of Notes party hereto to serve process in any manner permitted by law, law or limit any the right that the holders of any of the Notes may have party hereto to bring proceedings against any Subsidiary Guarantor party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionjurisdictions.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York CityAny action, over any suit, action suit or proceeding arising out of or relating to this Guaranty Agreement may be instituted in any United States Federal court or any state court located in New York, New York, and each of the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and parties hereto agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have that it is not subject personally to the laying jurisdiction of such court, that the venue of any such suitaction, action suit or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suitthe venue of the action, action suit or proceeding of is improper or that this Agreement or the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and matter hereof may not be enforced in the courts or by such court. Each of the United States of America or the State of New York (or any other courts parties hereto irrevocably submits to the jurisdiction of such court in any such action, suit or proceeding, and irrevocably 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. Each of the Sellers and Buyer hereby appoints CT Corporation System (or counsel reasonably acceptable to the parties hereto) at its principal place of business in New York, New York, or its office at such party is or other address in New York, New York as it may furnish to the parties, as its authorized agent to accept and acknowledge on its behalf service of any and all process that may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suitsuch action, action suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof shall be effective against any other party hereto if given personally or by registered or certified mail, returned receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided, or by personal service on such authorized agent with a copy of such process mailed to such party by first class mail or registered or certified mail, postage prepaid and return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) Nothing contained herein shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Parties hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any court of the State of New York State or federal court sitting in New York, New York Cityor any Federal court of the United States of America sitting in the Southern District of New York and any appellate court from any thereof for recognition or enforcement of any award or opinion of the arbitrators referred to in Section 7.07 relating to the transactions contemplated by this Agreement, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any action or proceeding that the arbitrators referred to in Section 7.07 do not have jurisdiction or authority over may be heard and determined in such court of the State of New York or, to the extent permitted by law, in such Federal court. Each of the Parties agrees that a final judgment in any 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. (b) Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, transactions contemplated by way of motion, as a defense or otherwise, this Agreement in any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying court of the venue State of New York sitting in New York, New York or any such suit, action or proceeding brought in any such Federal court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or sitting in the State Southern District of New York (or any other courts York. Each of the Parties hereby irrevocably waives, to the jurisdiction fullest extent permitted by law, the defense of which an inconvenient forum to the maintenance of such party is action or may be subject) by a suit upon proceeding in any such judgmentcourt. (c) Each Subsidiary Guarantor of the Parties hereby irrevocably and unconditionally consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to in the provisions of manner provided for notices in Section 277.06. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Obligors irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York City, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement, the Notes or the Notesother Financing Documents. Each Obligor is referred to in this SECTION 21.9 as a "Consenting Party." To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor Consenting Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; provided that such consent to jurisdiction is solely for -88- 89 the purposes referred to in this SECTION 21.9(a) and shall not be deemed to be a general submission to jurisdiction of such courts or in the State of New York other than for such purposes. (b) Each Subsidiary Guarantor Consenting Party agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph subdivision (a) of this Section 17 SECTION 21.9 brought in any such court shall be conclusive and binding upon such party, Consenting Party subject to rights of appeal appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party Consenting Party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor Consenting Party consents to process being served in any suit, action or proceeding of the nature referred to in paragraph subdivision (a) of this Section 17 SECTION 21.9 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor the Company specified in Section 15 or at such other address of which you shall then have been notified designated pursuant to said Section SECTION 19 or to any agent for service of process appointed pursuant to the provisions of Section 27by commercial delivery service. Each Subsidiary Guarantor Consenting Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such partyConsenting Party. Notices hereunder Such service shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 SECTION 21.9 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor Consenting Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the undersigned, whereupon this letter shall become a binding agreement between you and the undersigned. Very truly yours, AMERIGAS PROPANE, L.P. By AmeriGas Propane, Inc., General Partner By____________________________________ Name: Title: -89- 90 AMERIGAS PROPANE, INC. By Name: Title: The foregoing Agreement is hereby accepted and agreed to as of the date first above written. [PURCHASER] By______________________________ Name: Title: -90- 91 SCHEDULE OF PURCHASERS NAME NOTES BEING PURCHASED ---- --------------------- AID ASSOCIATION FOR LUTHERANS Series D $15,000,000 JEFFERSON PILOT FINANCIAL INSURANCE COMPANY Series D $20,000,000 MUTUAL SERVICE LIFE INSURANCE CO. Series D $1,000,000 PACIFIC LIFE INSURANCE COMPANY Series D $34,000,000 SCHEDULE I (to Note Agreement) 92 PURCHASER PAYMENT AND NOTICE INFORMATION SCHEDULE II shows the names and addresses of the Purchasers under the foregoing Note Agreement and the other agreements referred to in SECTION 2 thereof and the respective principal amounts of Notes to be purchased by each.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York Illinois State or federal court sitting in New York CityCook County, Chicago, Illinois, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York Illinois (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27Section. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, Any legal action or proceeding arising out with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or relating to of the United States of America sitting in the Southern District of New York and, by execution and delivery of this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable lawAmendment, each Subsidiary Guarantor irrevocably waives Loan Party executing this Amendment hereby accepts for itself and agrees not in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Amendment shall limit the right of Administrative Agent to assert, by way commence any proceeding in the federal or state courts of motion, as a defense or otherwise, any claim that it is not subject other jurisdiction to the extent Administrative Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in personam jurisdiction of any such courtother Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it any of them may now or hereafter have to the laying of the venue bringing of any such action or proceeding in such jurisdictions. Each Loan Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States with respect to or otherwise arising out of America or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the State of New York mailing thereof (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, ) to the address of each Subsidiary Guarantor the Borrower specified in Section 15 or at the Credit Agreement (and shall be effective when such other address of which you mailing shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27be effective, as provided therein). Each Subsidiary Guarantor Loan Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it a final judgment in any such suit, action or proceeding shall be conclusive and (ii) shall, to may be enforced in other jurisdictions by suit on the full extent permitted judgment or in any other manner provided by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing contained in this Section 17 VI.C shall affect the right of Administrative Agent or any holder of Notes Lender to serve process in any other manner permitted by law, applicable Requirements of Law or limit any right that the holders of any of the Notes may have to bring commence legal proceedings or otherwise proceed against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction Loan Party in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) 14.4.1 Each Subsidiary Guarantor party irrevocably submits to the nonexclusive in personam jurisdiction of agrees that any New York State or federal court sitting in New York City, over any suit, legal action or proceeding against it or any of its property (i) for the enforcement of any arbitration decision under Article 13, and (ii) with respect to those matters arising out of or relating with respect to this Guaranty Agreement for which arbitration is not required under Section 13.1, may be brought in any jurisdiction where assets of that party may be found, or in any federal or state court located in the Notes. To the fullest extent it may effectively do so under applicable lawcity of New York, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way or in two or more of motionsuch places, as a defense or otherwise, any claim that it is not subject the other party may elect. By execution and delivery of this Agreement each party accepts with regard to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and waives any such court and any claim defense it may have as to improper venue or that any such suit, action or proceeding brought in any such court has been brought in of the above courts is an inconvenient forum. (b) Each Subsidiary Guarantor agrees14.4.2 NAC irrevocably designates and appoints CT Corporation System at 1633 Broadway, to the fullest extent it may effectively do so under applicable lawNew Yxxx, that a final judgment Xxx Xxxx 00000 xx xxx xxxxx xx xxxeive for and on its behalf service of process in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (in any legal action or proceedings with respect to this Agreement, and such service shall be completed upon delivery thereof to said agent, it is understood that a copy of any such process served on such an agent shall be promptly forwarded by the person commencing such proceeding to NAC at its address set forth in Section 14.5, but the failure of NAC to receive the copy shall not affect in any way the service of such process as aforesaid. NAC shall at all times maintain an agent to receive service of process in the State of New York on behalf of itself and its properties with respect to this Agreement, and if, for any reason, the agent named above or any other courts successor shall no longer serve as agent on its behalf, NAC shall promptly appoint a successor and give notice to Clarendon of the appointment. NAC further irrevocably consents to the jurisdiction service of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served out of any of the aforementioned courts in any suit, such action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 by mailing a copy copies thereof by registered or certified air mail, postage prepaid, return receipt requested, to the NAC at its address of each Subsidiary Guarantor specified set forth in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that 14.5, such service to become effective upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such partyNAC. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 herein shall affect the right of any holder of Notes Clarendon to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction law or to enforce in any lawful manner a judgment obtained in one jurisdiction commence legal proceedings or otherwise proceed against NAC in any other jurisdiction. 14.4.3 Each party hereby waives any right it may have under the laws of any jurisdiction to commence any legal action or proceeding with respect to this Agreement by publi cation.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (aSection 17(a) of this Section 17 above brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (aSection 17(a) of this Section 17 above by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you the Holders shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27Section. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes Holder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Holders may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, Any legal action or proceeding arising out of or relating to this Guaranty Agreement or the Notestransactions contemplated hereby may only be instituted in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any state or federal court within the State of Delaware), and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such legal action or proceeding in any such court and irrevocably submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding. To Further, each of the fullest parties to this Agreement (i) hereby waives to the extent it may effectively do so under not prohibited by applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or legal proceeding, any claim that it is not subject personally to the in personam jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, legal action or proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other legal action or proceeding in any other court other than one of the above-named courts or that this Agreement or the subject matter hereof may not be enforced in or by such court and any claim that (ii) hereby agrees not to commence any such suit, legal action or proceeding brought in other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the nature referred above-named courts. Each of the parties to in paragraph this Agreement hereby (aA) consents to service of this Section 17 brought process in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, legal action or proceeding among any of the nature referred parties hereto relating to or arising in paragraph whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (aB) agrees that service of this Section 17 by mailing a copy thereof process made in accordance with clause (A) or made by registered or certified mail, postage prepaid, return receipt requested, to the at its address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for 6(a), will constitute good and valid service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, legal action or proceeding and (iiC) shallwaives and agrees not to assert (by way of motion, to the full extent permitted by lawas a defense, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dotherwise) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, such action or limit legal proceeding any right claim that the holders service of any process made in accordance with clause (A) or (B) does not constitute good and valid service of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionprocess.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor Grantor irrevocably submits to the nonexclusive in personam non-exclusive jurisdiction of any New York State state or federal court sitting in New York CityYork, over New York, for itself and in respect of any of its property and, if a law other than the law of the State of New York, has been chosen to govern a Letter of Credit, each Grantor also irrevocably submits to the non-exclusive jurisdiction of any state or federal court sitting in such jurisdiction, in each case in connection with any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notessuch Letter of Credit. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and Each Grantor agrees not to assert, by way of motion, as a defense or otherwise, bring any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought against the Bank in any such court and jurisdiction not described in the immediately preceding sentence. Each Grantor irrevocably waives any objection to venue or any claim of inconvenient forum in connection with any such action, suit or proceeding. Each Grantor agrees that any such suitservice of process or other notice of legal process may be served upon it by mail or hand delivery if sent to CT Corporation System at 111 Eighth Avenue, New York, NY 10016 which the Grantors now designxxx xx xxxxx xxxxxxxxxx xxxxx xxx xxx service of process in the courts in the State of New York. (If no authorized agent is designated in the space provided above, each Grantor agrees that process shall be deemed served if sent to its address given for notices under this Agreement.) Each Grantor agrees that nothing in this Agreement shall affect the Bank's right to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Grantor in any other jurisdiction. Each Grantor agrees that final judgment against it in any action or proceeding brought shall be enforceable in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action other jurisdiction within or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of outside the United States of America or by suit on the State of New York (or any other courts to the jurisdiction judgment, a certified copy of which such party is or may shall be subject) by a suit upon such conclusive evidence of the judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Subordinated Lender, each Subordinated Creditor and the Borrower (i) each hereby irrevocably submits to the nonexclusive in personam jurisdiction of any the state courts of the State of New York State or federal court sitting in and the jurisdiction of the United States District Court for the Southern District of New York CityYork, over for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Guaranty Agreement or the Notes. To subject matter hereof brought by the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably Senior Agent or its successors or assigns and (ii) hereby waives and agrees not to assert, by way of motion, as a defense defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the in personam jurisdiction of any such courtthe above-named courts, any objection that it may now its property is exempt or hereafter have to immune from attachment or execution, that the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim an inconvenient forum, that any such the venue of the suit, action or proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) each hereby waives in any such court has been brought in an inconvenient forumaction, suit or proceeding any offsets or counterclaims which are unrelated to the transactions contemplated herein. (b) Each Subsidiary Guarantor agreesThe Subordinated Lender, each Subordinated Creditor and the Borrower each hereby consents to service of process by registered mail at the fullest extent it may effectively do so under applicable lawaddress to which notices are to be given. The Subordinated Lender, each Subordinated Creditor and the Borrower each agrees that its submission to jurisdiction and its consent to service of process by mail are made for the express benefit of the Senior Agent and the Senior Creditors. Final judgment against any of the Subordinated Lender, a final judgment Subordinated Creditor or a Loan Party in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of the nature referred to in paragraph (a) of this Section 17 brought in any such court which shall be conclusive evidence of the fact and binding upon of the amount of any indebtedness or liability of the Subordinated Lender, a Subordinated Creditor or a Loan Party therein described or (ii) in any other manner provided by or pursuant to the laws of such partyother jurisdiction; provided, subject to rights however, that the Senior Agent may at its option bring suit, or institute other judicial proceedings against any of appeal and may be enforced the Subordinated Lender, a Subordinated Creditor or a Loan Party or any of their respective assets in the courts any state or Federal court of the United States or of America any country or the State of New York (or any other courts to the jurisdiction of which place where such party is or their respective assets may be subject) by a suit upon such judgmentfound. (c) Each Subsidiary Guarantor consents The Subordinated Lender, each Subordinated Creditor and the Borrower further each covenants and agrees that so long as this Agreement shall be in effect, each shall maintain a duly appointed agent for the receipt and acceptance on its behalf of service of summons and other legal processes, and upon failure to do so the clerk of each court to whose jurisdiction it has submitted shall be deemed to be its respective designated agent upon whom such process being may be served in any on its behalf, and notification by the attorney for plaintiff, complainant or petitioner therein by mail or telegraph to such Subordinated Creditor or the Borrower of the filing of each suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mailshall be deemed sufficient notice thereof. The Senior Agent has appointed Loeb & Loeb LLP at 300 Xxxx Xxxxxx, postage prepaidXxx Xxxx, return receipt requestedXxx Xxxx 00000, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any Attention: Kxxxx Xxxxxxxxx, as its agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts State of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionNew York.

Consent to Jurisdiction; Service of Process. By execution and delivery of this Agreement, the Sponsor irrevocably and unconditionally: (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive for itself and its property in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, legal action or proceeding against it arising out of or relating to in connection with this Guaranty Agreement or the Notes. To the fullest extent it may effectively do so under applicable lawany other Loan Document, each Subsidiary Guarantor irrevocably waives or for recognition and agrees not to assertenforcement of any judgment in respect thereof, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam non-exclusive general jurisdiction of (i) the courts of the United States of America for the Southern District of New York, (ii) the courts of the United States of America located in the District of Columbia, (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iv) appellate courts from any of the foregoing; (b) consents that any such courtaction or proceeding may be brought in or removed to such courts, and waives any objection objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim or that any such suit, action or proceeding brought in any such court has been was brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, court and agrees not to plead or claim the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment.same; (c) Each Subsidiary Guarantor consents to agrees that service of process being served in any suit, such action or proceeding of the nature referred to in paragraph (a) of this Section 17 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 the Sponsor at its address of each Subsidiary Guarantor specified set forth in Section 15 11.01 of the Common Agreement or at such other address of which you DOE shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.thereto; (d) Nothing in this Section 17 agrees that nothing herein shall (i) affect the right of any holder Credit Party to effect service of Notes to serve process in any other manner permitted by law, law or (ii) limit any the right that the holders of any of the Notes may have Credit Party to bring commence proceedings against or otherwise xxx the Sponsor or any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction other Person in any other jurisdictioncourt of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Governmental Rules; and (e) agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or without the U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of the Sponsor’s obligation.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Lessee represents that it is subject to service of process in the State and covenants that it will remain so subject during the term of this Agreement. If for any reason the Lessee should cease to be so subject to service of process in the State, the Lessee hereby designates and appoints, without power of revocation, John J. Bishar, Jr., Esq., as its agent for service of process, xxx, xx xxxx xxxxt shall cease to act or otherwise cease to be subject to service of process in the State, the Lessee hereby irrevocably submits to designates and appoints the nonexclusive in personam jurisdiction Secretary of State of the State of New York as the agent of the Lessee upon whom may be served all process, pleadings, notices or other papers which may be served upon the Lessee as a result of any New York State of its obligations under this Agreement or federal court sitting in New York Cityany other Security Document; provided, over however, that the serving of such process, pleadings, notices or other papers shall not constitute a condition to any the Lessee's obligations hereunder or under any other Security Document. (b) The Lessee irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of this Agreement or relating to this Guaranty any other Security Document may be brought in the courts of record of the State of New York in Nassau County or the Notes. To courts of the fullest extent United States, Eastern District of New York; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any of such courts. The Lessee shall accept and acknowledge service of any and all process in any such suit, action or proceeding brought in any such court court. The Lessee agrees and any claim consents that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it such agent set forth in any subsection (a) above and written notice of such suit, action or proceeding and (ii) shall, service to the full extent permitted by law, Lessee shall be taken and held to be valid personal service upon the Lessees whether or not the Lessee shall then be doing, or at any time shall have done, business within the State and personal delivery to that any such party. Notices hereunder service of process shall be conclusively presumed received of the same force and validity as evidenced by a delivery receipt furnished if service were made upon the Lessees according to the laws governing the validity and requirements of such service in the State. Such agent shall not have any power or authority to enter into any appearance or to file any pleadings in connection with any suit, action or other legal proceedings against the Lessee or to conduct the defense of any such suit, action or any other legal proceeding except as expressly authorized by the United States Postal Service or any reputable commercial delivery serviceLessee. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Subordinated Creditors and the Borrower (i) hereby irrevocably submits to the nonexclusive in personam jurisdiction of any the state courts of the State of New York State or federal court sitting in and the jurisdiction of the United States District Court for the Southern District of New York CityYork, over for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Guaranty Agreement or the Notes. To subject matter hereof brought by the fullest extent it may effectively do so under applicable lawSenior Agent or its successors or assigns, and (ii) each Subsidiary Guarantor irrevocably hereby waives and agrees not to assert, by way of motion, as a defense defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the in personam jurisdiction of any such courtthe above-named courts, any objection that it may now its property is exempt or hereafter have to immune from attachment or execution, that the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim an inconvenient forum, that any such the venue of the suit, action or proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in any or by such court has been brought in an inconvenient forumcourt. (b) Each Subsidiary Guarantor agrees, of the Subordinated Creditors and the Borrower each hereby consents to service of process by registered mail at the fullest extent it may effectively do so under applicable law, address to which notices are to be given. Each of the Subordinated Creditors and the Borrower each hereby agrees that its submission to jurisdiction and its consent to service of process by mail are made for the express benefit of the Senior Agent and the Senior Creditors. Final judgment against any of the Subordinated Creditors or a final judgment Loan Party in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of the nature referred to in paragraph (a) of this Section 17 brought in any such court which shall be conclusive evidence of the fact and binding upon of the amount of any indebtedness or liability of the Subordinated Creditors or a Loan Party therein described or (ii) in any other manner provided by or pursuant to the laws of such partyother jurisdiction; provided, subject to rights however, that the Senior Agent may at its option bring suit, or institute other judicial proceedings against any of appeal and may be enforced the Subordinated Creditors or a Loan Party or any of their respective assets in the courts any state or Federal court of the United States or of America any country or the State of New York (or any other courts to the jurisdiction of which place where such party is or their respective assets may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served found in any suit, action or proceeding of the nature referred to in paragraph (a) furtherance of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceclause. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or Trapper Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held the defense of an inconvenient forum to be valid personal the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service upon and personal delivery to such partyof process in the manner provided for notices in Section 10.1. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Subordinated Lender, each Subordinated Creditor and the Borrower (i) each hereby irrevocably submits to the nonexclusive in personam jurisdiction of any the state courts of the State of New York State or federal court sitting in and the jurisdiction of the United States District Court for the Southern District of New York CityYork, over for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Guaranty Agreement or the Notes. To subject matter hereof brought by the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably Senior Agent or its successors or assigns and (ii) hereby waives and agrees not to assert, by way of motion, as a defense defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the in personam jurisdiction of any such courtthe above-named courts, any objection that it may now its property is exempt or hereafter have to immune from attachment or execution, that the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim an inconvenient forum, that any such the venue of the suit, action or proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) each hereby waives in any such court has been brought in an inconvenient forumaction, suit or proceeding any offsets or counterclaims which are unrelated to the transactions contemplated herein. (b) Each Subsidiary Guarantor agreesThe Subordinated Lender, each Subordinated Creditor and the Borrower each hereby consents to service of process by registered mail at the fullest extent it may effectively do so under applicable lawaddress to which notices are to be given. The Subordinated Lender, each Subordinated Creditor and the Borrower each agrees that its submission to jurisdiction and its consent to service of process by mail are made for the express benefit of the Senior Agent and the Senior Creditors. Final judgment against any of the Subordinated Lender, a final judgment Subordinated Creditor or a Loan Party in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of the nature referred to in paragraph (a) of this Section 17 brought in any such court which shall be conclusive evidence of the fact and binding upon of the amount of any indebtedness or liability of the Subordinated Lender, a Subordinated Creditor or a Loan Party therein described or (ii) in any other manner provided by or pursuant to the laws of such partyother jurisdiction; provided, subject to rights however, that the Senior Agent may at its option bring suit, or institute other judicial proceedings against any of appeal and may be enforced the Subordinated Lender, a Subordinated Creditor or a Loan Party or any of their respective assets in the courts any state or Federal court of the United States or of America any country or the State of New York (or any other courts to the jurisdiction of which place where such party is or their respective assets may be subject) by a suit upon such judgmentfound. (c) Each Subsidiary Guarantor consents The Subordinated Lender, each Subordinated Creditor and the Borrower further each covenants and agrees that so long as this Agreement shall be in effect, each shall maintain a duly appointed agent for the receipt and acceptance on its behalf of service of summons and other legal processes, and upon failure to do so the clerk of each court to whose jurisdiction it has submitted shall be deemed to be its respective designated agent upon whom such process being may be served in any on its behalf, and notification by the attorney for plaintiff, complainant or petitioner therein by mail or telegraph to such Subordinated Creditor or the Borrower of the filing of each suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicesufficient notice thereof. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the Parties hereby irrevocably submits to the nonexclusive in personam jurisdiction of acknowledges and consents that any New York State or federal court sitting in New York City, over any suit, legal action or proceeding brought with respect to any of the obligations arising out of under or relating to this Guaranty Agreement shall be brought in the courts of the State of Delaware, or if it has or can acquire jurisdiction, in the Notes. To United States District Court for the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way District of motionDelaware, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any Party bringing such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in may elect, and each of the Parties hereby irrevocably submits to and accepts with regard to any such court action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party hereby further irrevocably waives any claim that any such suitcourts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court has been brought in an inconvenient forum. (b) lacks jurisdiction over such Party. Each Subsidiary Guarantor agrees, Party irrevocably consents to the fullest extent it may effectively do so under applicable law, that a final judgment service of process in any suit, such action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy copies thereof by registered or certified mail, postage prepaid, return receipt requestedto such Party, to the at its address of each Subsidiary Guarantor specified for notices set forth in Section 15 or at 10.2 of this Agreement, such other address of which you shall then have been notified pursuant service to said Section or become effective ten (10) days after such mailing. Each Party hereby irrevocably waives any objection to any agent for such service of process appointed pursuant and further irrevocably waives and agrees not to the provisions of Section 27. Each Subsidiary Guarantor agrees plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby that such service upon receipt (i) shall be deemed in every respect effective service of process upon it was in any such suitway invalid or ineffective. Subject to Section 10.3(d) of this Agreement, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder foregoing shall be conclusively presumed received as evidenced by not limit the rights of a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes Party to serve process in any other manner permitted by law, or limit . The foregoing consents to jurisdiction shall not constitute general consents to service of process for any right that purpose except as provided above and shall not be deemed to confer rights on any Person other than the holders of any of the Notes may have Parties to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionthis Agreement.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over The Republic agrees that any suit, action or proceeding against it or its properties, assets or revenues with respect to this Agreement (a “Related Proceeding”) shall be brought exclusively in the Supreme Court of the State of New York, County of New York; in the United States District Court for the Southern District of New York; in the High Court of Justice in London, England; or in the courts of Venezuela that sit in Caracas, as the person bringing such Related Proceeding may elect in its sole discretion, provided that if none of the courts specified above located in the country in which such person has elected to bring such Related Proceeding is a court that has jurisdiction of the subject matter or is otherwise competent under applicable law to hear and determine such proceeding, such Related Proceeding may be brought in such other court located in such country as shall have jurisdiction of the subject matter or be otherwise competent under applicable law to hear and determine such Related Proceeding, or if such Related Proceeding seeks relief or a judgment that is enforceable only against any of its properties, assets or revenues that are subject to the jurisdiction of any other court located in the countries listed above and is limited to the value of such properties, assets or revenues, such Related Proceeding may be brought in any such court (all such courts described in this sentence being called herein “Specified Courts”). The Republic also agrees that any judgment obtained in any of the Specified Courts arising out of any Related Proceeding may be enforced or relating executed in any Specified Court or any other court of competent jurisdiction whatsoever, and any judgment obtained in any such other court as a result of such enforcement or execution may be enforced or executed in any such other court of competent jurisdiction (all such courts other than Specified Courts being called herein “Other Courts”), by means of a suit on the judgment or in any other manner provided by law. The Republic hereby irrevocably submits to the exclusive jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and, solely for the purpose of enforcing or executing any judgment referred to in the preceding sentence (a “Related Judgment”), of each Specified Court and each Other Court. The agreement made by the Republic in this Guaranty Section 16(a) with respect to jurisdiction is made solely with respect to Related Proceedings and the enforcement or execution of Related Judgments and under no circumstances shall it be interpreted as a general agreement by the Notes. To Republic with respect to proceedings unrelated to the fullest extent Agreements. (b) The Republic agrees that service of all writs, process and summonses in any Related Proceeding or any suit, action or proceeding to enforce or execute any Related Judgment brought against it in the State of New York may effectively do so under applicable lawbe made upon Consul General of the Republic of Venezuela or, in his or her absence or incapacity, any official of the Consulate of Venezuela, presently located at 7 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its authorized agent (the “New York Process Agent”), and service of all writs, process and summonses in any Related Proceeding or any suit, action or proceeding to enforce or execute any Related Judgment brought against it in England may be made upon the person in charge of consular affairs at the Embassy of the Republic of Venezuela, presently located at Oxx Xxxxxxxx Xxxx, London SW7 2HW, England (the “London Process Agent” and, together with the New York Process Agent, the “Process Agents”), and the Republic irrevocably appoints each Subsidiary Guarantor irrevocably waives Process Agent as its agent to accept such service of any and all such writs, process and summonses, and agrees not that the failure of any of the Process Agents to assert, by way of motion, as a defense or otherwise, give any claim that notice to it is not subject to the in personam jurisdiction of any such courtservice of process shall not impair or affect the validity of such service or of any judgment based thereon. The Republic agrees to maintain at all times an agent with offices in New York to act as its New York Process Agent, and an agent with offices in London to act as its London Process Agent as aforesaid (each such agent to be appointed by a power of attorney hereto granted before a Venezuelan notary public). The Republic further agrees that each such power of attorney shall provide that no power of attorney granted to a Process Agent may be revoked unless an alternative Process Agent with an office in New York or London, as the case may be, shall have been appointed and the Dealers Managers shall have been given notice thereof. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. (c) The Republic irrevocably consents to and waives any objection that which it may now or hereafter have to the laying of the venue of any such Related Proceeding brought in any of the Specified Courts or to the laying of venue of any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgment in any such court of the Specified Courts or Other Courts, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesfurther irrevocably waives, to the fullest extent it may effectively do so under applicable lawso, that a final judgment in any suit, action or proceeding the defense of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts an inconvenient forum to the jurisdiction maintenance of which such party is any Related Proceeding or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to in any such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicecourt. (d) Nothing To the extent that the Republic or any of its revenues, assets or properties shall be entitled, with respect to any Related Proceeding at any time brought against the Republic or any of its revenues, assets or properties in this Section 17 shall affect any jurisdiction in which any Specified Court is located, or with respect to any suit, action or proceeding at any time brought solely for the right purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court or Other Court is located, to any immunity from suit, from the jurisdiction of any holder such court, from attachment prior to judgment, from attachment in aid of Notes execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to serve the extent that in any such jurisdiction there shall be attributed such an immunity, the Republic irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States) and consents generally for the purposes of the State Immunity Act of 1978 of the United Kingdom to the giving of any relief or the issue of any process in connection with any manner Related Proceeding or Related Judgment, provided that such agreement and waiver, insofar as it relates to any jurisdiction other than a jurisdiction in which a Specified Court is located, is given solely for the purpose of enabling the Dealer Managers to enforce or execute a Related Judgment. In addition, to the extent that the Republic or any of its revenues, assets or properties shall be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien or any similar right or remedy, and to the extent that there shall be attributed, in any jurisdiction, such an immunity, the Republic hereby irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by lawthe laws of such jurisdiction with respect to any claim, suit, action, proceeding, right or limit any right remedy arising out of or in connection with the Agreements. Notwithstanding the foregoing, it is understood that the holders Republic and its properties located within Venezuela have immunity from setoff, attachment prior to judgment or in aid of execution and from execution of judgment, as provided by the laws of the Republic. (e) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Dealer Managers in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Dealer Managers could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two business days preceding the day on which final judgment is given. (f) The obligation of the Republic in respect of any sum payable by it to the Dealer Managers hereunder shall, notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the business day following receipt by the Dealer Managers of any sum adjudged to be so due in the judgment currency, the Dealer Managers may in accordance with normal banking procedures purchase the Agreement Currency with the judgment currency; if the amount of the Notes may have to bring proceedings against any Subsidiary Guarantor Agreement Currency so purchased is less than the sum originally due in the courts Agreement Currency the Republic agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Dealer Managers against such loss, and if the amount of the Agreement Currency so purchased exceeds the sum originally due to the Dealer Managers, the Dealer Managers agree to remit to the Republic such excess, provided that the Dealer Managers shall have no obligation to remit any appropriate jurisdiction or such excess as long as the Republic shall have failed to enforce pay the Dealer Managers any obligations due and payable under the Agreements, in any lawful manner a judgment obtained which case such excess may be applied to such obligations of the Republic hereunder in one jurisdiction in any other jurisdictionaccordance with the terms of this Agreement.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The parties hereto hereby irrevocably submits submit to the nonexclusive in personam jurisdiction of any New York State Florida state or federal court sitting in New York CityWest Palm Beach, Florida over any suit, action or proceeding arising out of or relating to this Guaranty Agreement or any other agreement contemplated herein, subject to the Notesprovisions of Section 2.5. To The parties hereto hereby irrevocably waive, to the fullest extent it may effectively do so under permitted by applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it which they may now have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees. The parties hereto agree that, to the fullest extent it may effectively do so under permitted by applicable law, that a final judgment in any such suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such a court shall be conclusive and binding upon such partyeach party hereto, subject to rights of appeal and may be enforced in the any courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) subject by a suit upon such judgment, provided that service of process is effected upon such party as permitted by this Agreement and applicable law. (cb) Each Subsidiary Guarantor consents The parties hereto hereby consent to process being served in any suit, action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified first class mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified parties hereto at their respective addresses set forth in Section 15 or at 13.1 hereof. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, all claim of error by reason of any such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions terms hereof (but do not waive any right to assert lack of Section 27. Each Subsidiary Guarantor agrees subject matter jurisdiction) and agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it any party in any such suit, action or proceeding and (ii) shall, to the full fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 subsection (b) shall affect the right of any holder of Notes party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. 57

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, Any legal action or proceeding arising out of or relating with respect to this Guaranty Agreement may be brought in the courts of the State of New York or of the Notes. To United States of America for the fullest extent Southern District of New York, and, by execution and delivery of this Agreement, the Pledgor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and hereby irrevocably waives any right it may effectively do so under applicable law, each Subsidiary Guarantor have to object to the laying of venue of any such action or proceeding in the aforesaid courts and hereby further irrevocably waives and agrees not to assert, by way of motion, as a defense plead or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees. The Pledgor hereby irrevocably designates, appoints and empowers CT Corporation System with offices on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Pledgor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the fullest extent it may effectively do so Pledgee for the Secured Parties under applicable law, that a final judgment this Agreement. The Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any suit, such action or proceeding by the mailing of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy copies thereof by registered or certified mail, postage prepaid, return receipt requested, to the Pledgor at its address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27set forth opposite its signature below. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 herein shall affect the right of any holder of Notes the Secured Parties to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction law or to enforce in any lawful manner a judgment obtained in one jurisdiction commence legal proceedings or otherwise proceed against the Pledgor in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam exclusive jurisdiction of any the courts of the State of New York, sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, or of the United States of America for the Southern District of New York State or federal court sitting in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for the 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 heard and determined in such courts of the State of New York Cityor, over to the extent permitted by law, such Federal court. Each of the parties 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 the Administrative Agent, the Collateral Agent, any Group Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against the Loan Parties or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Agreement or the Notes. To other Financing Documents in any courts of the fullest extent it may effectively do so under applicable lawState of New York or Federal court, each Subsidiary Guarantor irrevocably waives and agrees not to assertsitting in the Borough of Manhattan, by way Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying America. Each of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agreesparties hereto hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of 122 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and held to be valid personal service upon filed separately with the Securities and personal delivery to such partyExchange Commission. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by process in the United States Postal Service or any reputable commercial delivery service. (d) manner provided for notices in Section 10.1. Nothing in this Section 17 shall Agreement will affect the right of any holder of Notes party to this Agreement to serve process in any other manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the nonexclusive in personam jurisdiction of any New York State state court or federal court of the United State of America sitting in New York City, over and any suitappellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement, the other documents executed in connection with this Agreement or the Notes. To subject matter hereof or thereof or any of the fullest transactions contemplated hereby or thereby, 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 heard and determined in any such New York state court, or to the extent it may effectively do so under applicable permitted by law, each Subsidiary Guarantor in such federal court. Each of the parties thereto 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 any party may otherwise have to bring any action or proceeding relating to this Agreement. (b) Each of the parties hereto irrevocably and unconditionally waives and agrees to not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such courtfullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding arising out of or relating to this Agreement to which it is a party in any New York state or federal court or that it is not personally subject to jurisdiction of the nature referred above-named courts. Each of the parties hereto hereby irrevocably waives, to in paragraph (a) the fullest extent permitted by law, the defense of this Section 17 brought an inconvenient forum to the maintenance of such action or proceeding in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgmentcourt. (c) Each Subsidiary Guarantor of the parties hereto hereby consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant by registered mail or overnight courier service at the address to the provisions of Section 27. Each Subsidiary Guarantor agrees which notices to it are to be given, it being agreed that service in such manner shall constitute valid service upon receipt (i) shall be deemed such party or its respective successors or assigns in every respect effective service of process upon it in connection with any such suit, action or proceeding and (ii) shallproceeding; provided, to the full extent permitted by lawhowever, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing that nothing in this Section 17 36 shall affect the right of any holder of Notes such parties or their respective successors and assigns to serve legal process in any other manner permitted by applicable law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor irrevocably submits to the nonexclusive in personam jurisdiction of any New York State or federal court sitting in New York City, over any suit, action or proceeding arising out of or relating to this Guaranty or the Notes. To the fullest extent it may effectively do so under applicable law, each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of each Subsidiary Guarantor specified in Section 15 or at such other address of which you such Holder shall then have been notified pursuant to said Section or to any agent for service of process appointed pursuant to the provisions of Section 27Section. Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder under this paragraph (c) of this Section 17 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Company irrevocably submits to the nonexclusive in personam jurisdiction of agrees that any New York State or federal court sitting in New York City, over any legal suit, action or proceeding against the Company brought by the Depositary or any Holder, arising out of or relating to based upon this Guaranty Deposit Agreement or the Notes. To the fullest extent it transactions contemplated hereby, may effectively do so under applicable lawbe instituted in any state or federal court in New York, each Subsidiary Guarantor New York, and irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that which it may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in any such court and any claim proceeding. The Company also irrevocably agrees that any such legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be instituted by the Depositary and Holders in any competent court in the Cayman Islands, Hong Kong, the People’s Republic of China and/or the United States, or by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Deposit Agreement. The Company has appointed Law Debenture Corporate Services Inc., 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon which process may be served in any such action or proceeding arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has been brought agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to the fullest extent it may effectively do so under applicable lawservice of any and all legal process, that a final judgment summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, return receipt requested, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to the address Company shall not impair or affect in any way the validity of each Subsidiary Guarantor specified such service or any judgment or award rendered in Section 15 any action or at such other address proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of which you shall then have been notified pursuant the Company to said Section or to any agent for receive service of process appointed pursuant process, notice or papers, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof and shall promptly appoint a successor acceptable to the provisions of Section 27Depositary to serve as Authorized Agent hereunder. Each Subsidiary Guarantor agrees that In the event the Company fails to continue such service upon receipt (i) shall be deemed designation and appointment in every respect effective full force and effect as aforesaid, the Company hereby waives personal service of process upon it in and consents that any such suitservice of process may be made by certified or registered mail, action or proceeding and (ii) shallreturn receipt requested, directed to the full extent permitted by lawCompany at its address last specified for notices hereunder, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder of process so made shall be conclusively presumed received as evidenced by a delivery receipt furnished by deemed completed five (5) days after the United States Postal Service or any reputable commercial delivery servicesame shall have been so mailed. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) Each Subsidiary Guarantor The Company irrevocably submits to the nonexclusive in personam jurisdiction of agrees that any New York State or federal court sitting in New York City, over any legal suit, action or proceeding against the Company brought by the Depositary or any Holder, arising out of or relating to based upon this Guaranty Deposit Agreement or the Notes. To the fullest extent it transactions contemplated hereby, may effectively do so under applicable lawbe instituted in any state or federal court in New York, each Subsidiary Guarantor New York, and irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that which it may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in any such court and any claim proceeding. The Company also irrevocably agrees that any such legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be instituted by the Depositary and Holders in any competent court in the Cayman Islands, Hong Kong, the People's Republic of China and/or the United States, or by the Depositary through the commencement of an arbitration pursuant to Section 19(b) of this Deposit Agreement. The Company has appointed CT Corporation System, 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the "Authorized Agent") upon which process may be served in any action or proceeding arising out of or based on this Deposit Agreement or the transactions contemplated hereby by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such court has been brought appointment in an inconvenient forum. (b) Each Subsidiary Guarantor agrees, full force and effect. The Company further hereby irrevocably consents and agrees to the fullest extent it may effectively do so under applicable lawservice of any and all legal process, that a final judgment summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of the nature referred to in paragraph (a) of this Section 17 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 17 by mailing a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, return receipt requested, to its address provided in Section 17(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to the address Company shall not impair or affect in any way the validity of each Subsidiary Guarantor specified such service or any judgment or award rendered in Section 15 any action or at such other address proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of which you shall then have been notified pursuant the Company to said Section or to any agent for receive service of process appointed pursuant process, notice or papers, the Company shall promptly advise the Depositary thereof and shall promptly appoint a successor acceptable to the provisions of Section 27Depositary to serve as Authorized Agent hereunder. Each Subsidiary Guarantor agrees that In the event the Company fails to continue such service upon receipt (i) shall be deemed designation and appointment in every respect effective full force and effect as aforesaid, the Company hereby waives personal service of process upon it in and consents that any such suitservice of process may be made by certified or registered mail, action or proceeding and (ii) shallreturn receipt requested, directed to the full extent permitted by lawCompany at its address last specified for notices hereunder, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder of process so made shall be conclusively presumed received as evidenced by a delivery receipt furnished by deemed completed five (5) days after the United States Postal Service or any reputable commercial delivery servicesame shall have been so mailed. (d) Nothing in this Section 17 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.