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

Consent to Jurisdiction; Service of Process. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Consent to Jurisdiction; Service of Process. ALL ACTIONS EACH GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND FEDERAL COURT LOCATED WITHIN THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY COUNTY OF NEW YORK, STATE OF NEW YORK, ORAND IRREVOCABLY AGREES THAT, AT THE ADMINISTRATIVE AGENTSUBJECT TO LENDER’S SOLE OPTIONELECTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL ALL ACTIONS OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYFORUM NON CONVENIENS, AND EXPRESSLY IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF PROCESS AND AGREES THAT ALL SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS MAY BE MADE UPON SUCH GUARANTOR BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED DIRECTED TO SUCH BORROWER GUARANTOR, AT SUCH GUARANTOR’S ADDRESS SET FORTH ON THE ADDRESS PROVIDED HEREIN SIGNATURE PAGE HEREOF OR ANY SUBSEQUENT ADDRESS PROVIDED TO AS MOST RECENTLY NOTIFIED BY SUCH GUARANTOR IN WRITING, AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER SAME HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWBEEN POSTED AS AFORESAID.

Consent to Jurisdiction; Service of Process. EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT XXX XXXXXX XX XXX XXXXX XX XXX XXXX LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK SHALL HAVE NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENTS AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS; PROVIDED, THAT AGENTS, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM ANY SUCH COURT MAY HAVE TO BE HEARD BY A COURT IN A DIFFERENT JURISDICTION; PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF ANY AGENT. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL ACTIONS 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 PROCEEDINGS PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND OR ANY OF THE OTHER LOAN CREDIT DOCUMENTS BY ANY MEANS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF COMPANY SPECIFIED IN SECTION 10.1 (AND SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, IN EFFECTIVE WHEN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT MAILING SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTSBE EFFECTIVE, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWTHEREIN).

Consent to Jurisdiction; Service of Process. ALL ACTIONS GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND FEDERAL COURT LOCATED WITHIN THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY COUNTY OF NEW YORK, STATE OF NEW YORK, ORAND IRREVOCABLY AGREES THAT, AT THE ADMINISTRATIVE AGENTSUBJECT TO LENDER’S SOLE OPTIONELECTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL ALL ACTIONS OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. GUARANTOR ACCEPTS FOR HIMSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYFORUM NON CONVENIENS, AND EXPRESSLY IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF PROCESS AND AGREES THAT ALL SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS MAY BE MADE UPON GUARANTOR BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED DIRECTED TO SUCH BORROWER GUARANTOR, AT GUARANTOR’S ADDRESS SET FORTH ON THE ADDRESS PROVIDED HEREIN SIGNATURE PAGE HEREOF OR ANY SUBSEQUENT ADDRESS PROVIDED TO AS MOST RECENTLY NOTIFIED BY GUARANTOR IN WRITING, AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER SAME HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWBEEN POSTED AS AFORESAID.

Consent to Jurisdiction; Service of Process. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT THE PARTIES HERETO HEREBY EXCLUSIVELY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF ILLINOIS AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN ILLINOIS OVER ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE BOROUGH AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH AND THE PARTIES HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF MANHATTANANY SUCH SUIT, CITY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH OTHER COURT IN WHICH COURTS. THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDINGPARTIES HEREBY IRREVOCABLY WAIVE, WITHOUT LIMITATIONTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY LITIGATION COMMENCED AGAINST A BORROWER OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR ANY GUARANTOR DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE PARTIES HERETO AGREES THAT A JUDGEMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE COMMONWEALTH OF PUERTO RICO JUDGMENT OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSYMANNER PROVIDED BY LAW. EACH BORROWER, TO OF THE EXTENT THAT IT MAY LAWFULLY DO SO, PARTIES HERETO HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS PROCESS BEING SERVED BY ANY PARTY TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF THIS AGREEMENT IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY THE NATURE SPECIFIED ABOVE BY THE MAILING OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING A COPY THEREOF IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.07 HEREOF9.2 OF THIS AGREEMENT. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAW.53

Consent to Jurisdiction; Service of Process. ALL ACTIONS GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND FEDERAL COURT LOCATED WITHIN THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY COUNTY OF NEW YORK, STATE OF NEW YORK, ORAND IRREVOCABLY AGREES THAT, AT THE ADMINISTRATIVE AGENTSUBJECT TO LENDER’S SOLE OPTIONELECTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL ALL ACTIONS OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. GUARANTOR ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYFORUM NON CONVENIENS, AND EXPRESSLY IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF PROCESS AND AGREES THAT ALL SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS MAY BE MADE UPON GUARANTOR BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED DIRECTED TO SUCH BORROWER GUARANTOR, AT GUARANTOR’S ADDRESS SET FORTH ON THE ADDRESS PROVIDED HEREIN SIGNATURE PAGE HEREOF OR ANY SUBSEQUENT ADDRESS PROVIDED TO AS MOST RECENTLY NOTIFIED BY GUARANTOR IN WRITING, AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER SAME HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWBEEN POSTED AS AFORESAID.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING IN CONNECTION PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OR --------- ANY OTHER LOAN DOCUMENTS SHALL DOCUMENT MAY BE TRIED AND LITIGATED ONLY BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE STATE AND FEDERAL COURTS LOCATED IN COUNTY OF NEW YORK OR OF THE BOROUGH OF MANHATTAN, CITY UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, STATE AND, BY EXECUTION AND DELIVERY OF NEW YORKTHIS AGREEMENT, OREACH LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, AT THE ADMINISTRATIVE AGENT’S SOLE OPTIONGENERALLY AND UNCONDITIONALLY, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH THE AFORESAID COURTS, . EACH LOAN PARTY HEREBY IRREVOCABLY APPOINTS CT CORPORATION AS WELL AS TO THE JURISDICTION ITS AGENT FOR SERVICE OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE PROCESS IN RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN WRITING SECTION 12.01 AND TO CT CORPORATION AT 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVICE OF PROCESS IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWDOCUMENTS.

Consent to Jurisdiction; Service of Process. ALL ACTIONS ANY LEGAL ACTION OR PROCEEDINGS ARISING IN CONNECTION PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL MAY BE TRIED AND LITIGATED ONLY BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE STATE AND FEDERAL COURTS LOCATED IN COUNTY OF NEW YORK OR OF THE BOROUGH OF MANHATTAN, CITY UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, YORK AS ITS AGENT FOR SERVICE OF PROCESS IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT ISSUERS (FOR ITSELF AND THE GUARANTORS) AT ITS ADDRESS FOR NOTICES AS SET FORTH IN WRITING SECTION 7.5 AND THE SIGNATURE PAGES HERETO AND TO THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY OF THE INVESTOR TO SERVICE OF PROCESS IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY IN ANY OTHER JURISDICTION. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWAGREEMENT.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING IN CONNECTION PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE GUARANTY OR ANY OTHER LOAN DOCUMENTS SHALL TRANSACTION DOCUMENT MAY BE TRIED AND LITIGATED ONLY BROUGHT IN THE COURTS OF THE STATE AND FEDERAL COURTS LOCATED IN OF NEW YORK IX XXX XXXXXX XX XXX XXXX XX XX XXX UNITED STATES DISTRICT COURT FOR THE BOROUGH OF MANHATTAN, CITY SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, YORK AS ITS AGENT FOR SERVICE OF PROCESS IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH ON THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED SIGNATURE PAGE HERETO AND TO THE ADMINISTRATIVE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT AND THE LENDERS TO SERVICE OF PROCESS IN WRITING ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER JURISDICTION. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT GUARANTY AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWTRANSACTION DOCUMENTS.

Consent to Jurisdiction; Service of Process. Waiver of Jury Trial. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, SHALL BE BROUGHT EXCLUSIVELY IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE PARTIES IRREVOCABLY (I) ACCEPT GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS; (II) WAIVE ANY OBJECTIONS WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY BROUGHT IN THE STATE COURTS REFERRED TO IN CLAUSE (I) ABOVE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR CLAIM IN ANY STATE SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN WHICH IT OPERATES A STATION OR A BUSINESSANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (III) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT AGREE THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION SERVICE OF ALL PROCESS IN ANY SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL PROCEEDING IN ANY SUCH COURT MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION MADE BY REGISTERED OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER PARTY AT THE ADDRESS THEIR RESPECTIVE ADDRESSES PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF11.4; AND (IV) AGREE THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY XXXX XXXXX, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO THE EXTENT THAT A BORROWER HAS TRIAL BY JURY IN ANY SUCH JUDICIAL PROCEEDING OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OTHER ACTION ARISING OUT OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR RELATING TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWAGREEMENT.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING IN CONNECTION PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE GUARANTY OR ANY OTHER LOAN DOCUMENTS SHALL TRANSACTION DOCUMENT MAY BE TRIED AND LITIGATED ONLY BROUGHT IN THE COURTS OF THE STATE AND FEDERAL COURTS LOCATED IN OF NEW YORK IX XXX XXXXXX XX XXX XXXX XX XX XXX UNITED STATES DISTRICT COURT FOR THE BOROUGH OF MANHATTAN, CITY SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, YORK AS ITS AGENT FOR SERVICE OF PROCESS IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH ON THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED SIGNATURE PAGE HERETO AND TO THE ADMINISTRATIVE AGENT SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INVESTOR TO SERVICE OF PROCESS IN WRITING ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER JURISDICTION. ANY GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT GUARANTY AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWTRANSACTION DOCUMENTS.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE STATE AND FEDERAL COURTS LOCATED IN COUNTY OF NEW YORK OR OF THE BOROUGH OF MANHATTAN, CITY UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, YORK AS ITS AGENT FOR SERVICE OF PROCESS IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH ON THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED SIGNATURE PAGE HERETO AND TO THE ADMINISTRATIVE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT AND THE BUYERS TO SERVICE OF PROCESS IN WRITING ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER JURISDICTION. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT GUARANTY AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWTRANSACTION DOCUMENTS.

Consent to Jurisdiction; Service of Process. (a) ALL ACTIONS JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER OR PROCEEDINGS FREEDOM FINANCIAL ARISING OUT OF OR RELATING HERETO OR ANY OTHER TRANSACTION DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN TXX XXXXX, XXXXXX XXX XXXX XX XXX XXXX. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF BORROWER AND FREEDOM FINANCIAL, FOR ITSELF AND IN CONNECTION WITH THIS AGREEMENT ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE OTHER LOAN DOCUMENTS SHALL BE TRIED NONEXCLUSIVE JURISDICTION AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY VENUE OF SUCH COURTS. IN ADDITION, TO THE EXTENT ; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY PERSONAL SERVICE, OVERNIGHT COURIER REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER OR FREEDOM FINANCIAL, AS APPLICABLE, AT THE ITS ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. 9.02 AND TO ANY PROCESS AGENT SELECTED IN ACCORDANCE WITH SECTION 3.01(e) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE EXTENT BORROWER AND FREEDOM FINANCIAL IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES THAT A ADMINISTRATOR AND LENDER RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION AND FREEDOM FINANCIAL IN THE COURTS OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWJURISDICTION.

Consent to Jurisdiction; Service of Process. ALL ACTIONS THE GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND FEDERAL COURT LOCATED WITHIN THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY COUNTY OF NEW YORK, STATE OF NEW YORK, ORAND IRREVOCABLY AGREES THAT, AT THE ADMINISTRATIVE AGENTSUBJECT TO LENDER’S SOLE OPTIONELECTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL ALL ACTIONS OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. THE GUARANTOR ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYFORUM NON CONVENIENS, AND EXPRESSLY IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. THE GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF PROCESS AND AGREES THAT ALL SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS MAY BE MADE UPON SUCH GUARANTOR BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED DIRECTED TO SUCH BORROWER GUARANTOR, AT SUCH GUARANTOR’S ADDRESS SET FORTH ON THE ADDRESS PROVIDED HEREIN SIGNATURE PAGE HEREOF OR ANY SUBSEQUENT ADDRESS PROVIDED TO AS MOST RECENTLY NOTIFIED BY SUCH GUARANTOR IN WRITING, AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER SAME HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWBEEN POSTED AS AFORESAID.

Consent to Jurisdiction; Service of Process. ALL ACTIONS (a) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDINGS ARISING PROCEEDING BY OR AGAINST IT WITH RESPECT TO ITS RIGHTS, OBLIGATIONS OR LIABILITIES UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED BROUGHT BY SUCH PARTY ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN UNITED STATES DISTRICT COURT FOR THE BOROUGH OF MANHATTAN, CITY SOUTHERN DISTRICT OF NEW YORK, STATE AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF NEW YORKSUCH COURT, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTIONIF (BUT ONLY IF) SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL SUIT OR EQUITABLE PROCEEDINGS PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR CLAIMS FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS IN WHICH SUCH PARTY IS IMPLED SUCH OTHER COURT IN THE COMMONWEALTH CITY AND STATE OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS NEW YORK AS WOULD HAVE SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. AND EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, PARTY HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTSCOURT; PROVIDED, AS WELL AS HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL LIMIT THE RIGHT OF COMPANY OR ANY THIRD PARTY BENEFICIARY HEREUNDER TO COMMENCE ANY LEGAL ACTION AGAINST MERGER PARTNER AND ITS AFFILIATES IN ANY COURT OF COMPETENT JURISDICTION IN THE JURISDICTION OF ALL COURTS NETHERLANDS OR ELSEWHERE TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR ENFORCE THE PURPOSE JUDGMENTS AND ORDERS OF ANY SUITOTHER COURT. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, ACTION SUIT OR OTHER PROCEEDING WITH RESPECT TO, OR ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR IN CONNECTION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN THIS AGREEMENT OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT OTHER AGREEMENT EXECUTED IN WRITING IN ACCORDANCE CONNECTION WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWAGREEMENT.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE STATE AND FEDERAL COURTS LOCATED IN COUNTY OF NEW YORK OR OF THE BOROUGH OF MANHATTAN, CITY UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, YORK AS ITS AGENT FOR SERVICE OF PROCESS IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH ON THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED SIGNATURE PAGE HERETO AND TO THE ADMINISTRATIVE AGENT SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INVESTOR TO SERVICE OF PROCESS IN WRITING ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER JURISDICTION. ANY GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT GUARANTY AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWTRANSACTION DOCUMENTS.

Consent to Jurisdiction; Service of Process. ALL ACTIONS EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND FEDERAL COURT LOCATED WITHIN THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY COUNTY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL YORK (A “SPECIFIC COURT”) AND IRREVOCABLY AGREES THAT ALL ACTIONS OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATIONARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT, ANY LITIGATION COMMENCED AGAINST AGREEMENT DELIVERED IN CONNECTION 203403422.3 HEREWITH OR THE TRANSACTION SHALL BE LITIGATED IN ONLY IN A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSYSPECIFIED COURT. EACH BORROWERPARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, TO THE EXTENT THAT IT MAY LAWFULLY DO SOGENERALLY AND UNCONDITIONALLY, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH COURTSANY SPECIFIED COURT AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AS WELL AS TO OR ANY OTHER DEFENSE THAT WOULD HINDER OR DELAY THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTSLEVY, FOR THE PURPOSE EXECUTION OR COLLECTION OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT AMOUNT WHICH ANY PARTY HERETO IS ENTITLED PURSUANT TO ANY FINAL JUDGEMENT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYSPECIFIED COURT HAVING JURISDICTION, AND EXPRESSLY WAIVES IRREVOCABLY AGREES TO BE BOUND BY ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, JUDGEMENT RENDERED BY A SPECIFIED COURT IN ANY OF SUCH COURTSCONNECTION WITH THIS AGREEMENT. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY SPECIFIED COURT IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL THE DELIVERY OF COPIES THEREOF BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER DELIVERY SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER PARTY AT THE ADDRESS PROVIDED SPECIFIED IN THIS AGREEMENT. ANY SUCH SERVICE OF PROCESS SHALL BE EFFECTIVE UPON DELIVERY. NOTHING HEREIN OR SHALL IN ANY SUBSEQUENT ADDRESS PROVIDED WAY BE DEEMED TO LIMIT THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION ABILITY OF ANY COURT OR FROM PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICEPROCESS, ATTACHMENT PRIOR TO JUDGMENTSUMMONS, ATTACHMENT NOTICES AND DOCUMENTS IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE ANY OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT MANNER PERMITTED BY APPLICABLE LAW.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING IN CONNECTION PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OR --------- ANY OTHER LOAN DOCUMENTS SHALL DOCUMENT MAY BE TRIED AND LITIGATED ONLY BROUGHT IN THE STATE AND FEDERAL COURTS LOCATED BANKRUPTCY COURT OR IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE BOROUGH COUNTY OF MANHATTAN, CITY NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, STATE AND, BY EXECUTION AND DELIVERY OF NEW YORKTHIS AGREEMENT, OREACH LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, AT THE ADMINISTRATIVE AGENT’S SOLE OPTIONGENERALLY AND UNCONDITIONALLY, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE JURISDICTION OF ALL SUCH THE AFORESAID COURTS, . EACH LOAN PARTY HEREBY IRREVOCABLY APPOINTS CT CORPORATION AS WELL AS TO THE JURISDICTION ITS AGENT FOR SERVICE OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE PROCESS IN RESPECT OF ANY SUIT, SUCH ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL SERVICE, OVERNIGHT COURIER THE MAILING OF COPIES THEREOF BY REGISTERED OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDPOSTAGE PREPAID, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT BORROWER AT ITS ADDRESS FOR NOTICES AS SET FORTH IN WRITING SECTION 13.01 AND TO CT CORPORATION AT ------------- 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVICE OF PROCESS IN ACCORDANCE WITH SECTION 13.07 HEREOFANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWDOCUMENTS.

Consent to Jurisdiction; Service of Process. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK, OR, AT THE ADMINISTRATIVE AGENT’S SOLE OPTION, IN SUCH OTHER COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE COUNTY OF ORANGE, STATE OF FLORIDA AND IRREVOCABLY AGREES THAT, SUBJECT TO SECURED PARTY'S ELECTION, ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION ACTIONS OR OTHER PROCEEDING PROCEEDINGS ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, THIS AGREEMENT SHALL BE LITIGATED IN ANY OF SUCH COURTS. PLEDGOR ACCEPTS FOR ITSELF AND IN ADDITIONCONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO THE EXTENT BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. PLEDGOR HEREBY AGREES THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS UPON PLEDGOR BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER MAIL AT THE ADDRESS PROVIDED SPECIFIED PURSUANT TO SUBSECTION (j) ABOVE SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR ANY SUBSEQUENT ADDRESS PROVIDED SHALL LIMIT THE RIGHT OF SECURED PARTY TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOF. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION COURTS OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWJURISDICTION.

Consent to Jurisdiction; Service of Process. ALL ACTIONS AND VENUE. ANY LEGAL ACTION OR PROCEEDINGS ARISING IN CONNECTION PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE GUARANTY OR ANY OTHER LOAN DOCUMENTS SHALL TRANSACTION DOCUMENT MAY BE TRIED AND LITIGATED ONLY BROUGHT IN THE COURTS OF THE STATE AND FEDERAL COURTS LOCATED IN OF NEW YORK XX XXX XXXXXX XX XXX XXXX XX XX XXE UNITED STATES DISTRICT COURT FOR THE BOROUGH OF MANHATTAN, CITY SOUTHERN DISTRICT OF NEW YORK, STATE AND, BY EXECUTION AND DELIVERY OF NEW YORKTHIS AGREEMENT, OREACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, AT GENERALLY AND UNCONDITIONALLY, THE ADMINISTRATIVE AGENT’S SOLE OPTION, JURISDICTION OF THE AFORESAID COURTS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BUYERS TO SERVICE OF PROCESS IN SUCH ANY OTHER COURT MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, ANY LITIGATION COMMENCED AGAINST A BORROWER OR OTHER JURISDICTION. ANY GUARANTOR IN THE COMMONWEALTH OF PUERTO RICO OR IN ANY STATE IN WHICH IT OPERATES A STATION OR A BUSINESS) HEREBY EXPRESSLY AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH BORROWERIRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY LAWFULLY DO SO, HEREBY CONSENTS NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF ALL SUCH COURTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, LITIGATION BROUGHT IN ANY OF SUCH COURTS. COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE, OVERNIGHT COURIER OR US CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS PROVIDED HEREIN OR ANY SUBSEQUENT ADDRESS PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING IN ACCORDANCE WITH SECTION 13.07 HEREOFAN INCONVENIENT FORUM. TO THE EXTENT THAT A BORROWER ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT GUARANTY AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAWTRANSACTION DOCUMENTS.