Common use of Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver Clause in Contracts

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent and Lenders irrevocably consent and submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties hereby waive personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Pledgor and Lenders Pledgee irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the State and Federal courts located in the Borough of the Manhattan, County of New York, State of New York and the United States District Court for the Southern District of New York, whichever Agent Pledgee may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Pledgee shall have the right to bring any action or proceeding against Holdings, Pledgor or the Parent Borrower, any other Loan Party or its or their property Collateral in the courts of any other jurisdiction which Agent Pledgee deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, Pledgor or the Parent Borrower, any other Loan Party or its or their propertyCollateral). (c) Holdings, the Parent Borrower and the other Loan Parties Pledgor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in the Loan Agreement and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentPledgee’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Pledgor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Pledgor shall appear in answer to such process, failing which Pledgor shall be deemed in default and judgment may be entered by Pledgee against Pledgor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT PLEDGOR AND LENDERS PLEDGEE EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT PLEDGOR AND LENDERS PLEDGEE EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor and Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York Illinois but excluding any principles of conflicts of law or other rule of law that would cause result in the application of the law of any jurisdiction other than the laws of the State of New YorkIllinois. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Cook County, Illinois and the United States District Court for the Southern Northern District of New YorkIllinois, whichever Agent may electLender elects, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor, Borrowers or their affiliates or any Obligor and Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by a Borrower or its affiliates or Guarantor to Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. US mails, or, at AgentLender’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Lender against Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISINGXXXXXXX, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO XXXXXXXXX AND XXXXXX TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or wilful misconduct. In any such litigation, bad faith, willful misconduct or material breach Xxxxxx shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan PartiesGuarantors, Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the State and Federal courts located in the Borough of the Manhattan, County of New York, State of New York and the United States District Court for the Southern District of New York, York whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Guarantee or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Guarantee or the transactions related hereto or theretohereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party such Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in the Loan Agreement and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party such Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Guarantor shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Agent against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS XXXXXXX EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS XXXXXXX EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT GUARANTEE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Secured Parties shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan PartyEach Guarantor: (i) certifies that neither Agent nor Agent, any Lender Secured Party nor any representative, agent or attorney acting for or on behalf of Agent or any Lender Secured Party has represented, expressly or otherwise, that Agent or the Lenders and Secured Parties would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Guarantee and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsGuarantee, Agent and the Lenders Secured Parties are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinherein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor and Agent, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York Illinois but excluding any principles of conflicts of law or other rule of law that would cause result in the application of the law of any jurisdiction other than the laws of the State of New YorkIllinois. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Cook County, Illinois and the United States District Court for the Southern Northern District of New YorkIllinois, whichever Agent may electelects, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Agent in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor, Borrowers or their affiliates or any Obligor and Agent or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by a Borrower or its affiliates or Guarantor to Agent or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. US mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND AGENT IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY XXXXXXXXX XXXXXX AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, GUARANTOR OR AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Neither Agent, Tranche B Agent and Secured Parties nor any Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Agent that the losses were the result of acts or omissions constituting gross negligencenegligence or wilful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor and Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause result in the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York in New York County, New York and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Agent or any Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor or Borrower and Agent or any Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral collateral at any time granted by Borrower or Guarantor to Agent or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND AGENT, OR AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIESGUARANTOR, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR, AGENT AND LENDERS TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Neither Agent and Secured Parties nor any Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor, Lender and US Collateral Agent, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York Illinois but excluding any principles of conflicts of law or other rule of law that would cause result in the application of the law of any jurisdiction other than the laws of the State of New YorkIllinois. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Xxxx County, Illinois and the United States District Court for the Southern Northern District of New York, Illinois whichever Lender or US Collateral Agent may elect, elects and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor, Lender and US Collateral Agent in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor, Borrower, Obligors, Lender or US Collateral Agent or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Lender and US Collateral Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Lender or US Collateral Agent deems necessary or appropriate in order to realize on the collateral at any time granted by Borrower, Obligors or Guarantor to Lender or US Collateral Agent or to otherwise enforce its their respective rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein above and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Lender’s or US Collateral Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor so served shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Lender or US Collateral Agent against Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY OF GUARANTOR, LENDER AND US COLLATERAL AGENT IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY OF GUARANTOR, THE BORROWER, THE OTHER LOAN PARTIES, LENDER OR US COLLATERAL AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT GUARANTEE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR, LENDER AND US COLLATERAL AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Lender and US Collateral Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender and US Collateral Agent that the losses were the result of acts or omissions of Lender and US Collateral Agent constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach each of its obligations under any Financing Agreement. Holdings, Lender and US Collateral Agent shall be entitled to the Parent Borrower benefit of the rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements Third Amended and (ii) acknowledges that in entering into this Restated Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Loan Agreement and the other Financing Agreements Transaction Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York Florida but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkFlorida. (b) Holdings, The Borrowers and the Parent Borrower, the other Loan Parties, Agent and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Miami-Dade County, Florida and the United States District Court for the Southern District of New YorkFlorida, whichever Agent the Lender may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Loan Agreement or any of the other Financing Agreements Transaction Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Loan Agreement or any of the other Financing Agreements Transaction Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders the Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its Borrowers or their property in the courts of any other jurisdiction which Agent the Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its Borrowers or their property). (c) Holdings, the Parent Borrower and the other Loan Parties The Borrowers hereby waive personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s the Lender's option, by service upon Holdings, the Parent Borrower and any other Loan Party Borrowers in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Borrowers shall appear in answer to such process, failing which the Borrowers shall be deemed in default and judgment may be entered by the Lender against the Borrowers for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT BORROWERS AND LENDERS LENDER EACH HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS LOAN AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS TRANSACTION DOCUMENTS; OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS LOAN AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS TRANSACTION DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, BORROWERS AND THE OTHER LOAN PARTIES, AGENT AND LENDERS LENDER EACH HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, BORROWERS OR THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PURCHASER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS LOAN AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties The Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Borrowers (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Borrowers in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Loan Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Partiesthe Lender, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under the Lender. In any Financing such litigation, the Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Loan Agreement. Holdings, the Parent Borrower and each other Loan PartyThe Borrowers: (i) certifies certify that neither Agent nor any Lender the Lender, nor any representative, agent or attorney acting for or on behalf of Agent or any the Lender has represented, expressly or otherwise, that Agent or the Lenders Lender would not, in the event of litigation, seek to enforce any of the waivers provided for in this Loan Agreement or any of the other Financing Agreements Transaction Documents; and (ii) acknowledges acknowledge that in entering into this Loan Agreement and the other Financing AgreementsTransaction Documents, Agent and the Lenders are Lender is relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other The Loan Parties, Agent the Administrative Agent, the Lenders and Lenders the Issuing Lender irrevocably consent and submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, whichever the Administrative Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that the Administrative Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which the Administrative Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsmail, or, at the Administrative Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or the Administrative Borrower on behalf of such Loan Party) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Loan Party shall appear in answer to such process, failing which such Loan Party shall be deemed in default and judgment may be entered by the Administrative Agent against such Loan Party for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT THE ADMINISTRATIVE AGENT, THE LENDERS AND LENDERS THE ISSUING LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT THE ADMINISTRATIVE AGENT, THE LENDERS AND LENDERS THE ISSUING LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY LOAN PARTY, THE BORROWERADMINISTRATIVE AGENT, ANY LENDER OR THE OTHER LOAN PARTIES, AGENT AND ANY ISSUING LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Administrative Agent, the Lenders and Secured Parties the Issuing Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on the Administrative Agent, or such Secured Party or Secured PartiesLender and the Issuing Lender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faiththe Administrative Agent, willful misconduct or material breach the Lenders and the Issuing Lender shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor any the Administrative Agent, the Lender, the Issuing Lender nor any representative, agent the Administrative Agent or attorney acting for or on behalf of Agent the Administrative Agent, the Lender or any the Issuing Lender has represented, expressly or otherwise, that Agent or the Administrative Agent, the Lenders and the Issuing Lender would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, Agent the Administrative Agent, the Lenders and the Lenders Issuing Lender are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 14.5 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other The Loan Parties, Agent the Administrative Agent, the Lenders and Lenders the Issuing Lender irrevocably consent and submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, whichever the Administrative Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that the Administrative Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which the Administrative Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth in Section 14.1 herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsmail, or, at the Administrative Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or the Administrative Borrower on behalf of such Loan Party) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Loan Party shall appear in answer to such process, failing which such Loan Party shall be deemed in default and judgment may be entered by the Administrative Agent against such Loan Party for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT THE ADMINISTRATIVE AGENT, THE LENDERS AND LENDERS THE ISSUING LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT THE ADMINISTRATIVE AGENT, THE LENDERS AND LENDERS THE ISSUING LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY LOAN PARTY, THE BORROWERADMINISTRATIVE AGENT, ANY LENDER OR THE OTHER LOAN PARTIES, AGENT AND ANY ISSUING LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Administrative Agent, the Lenders and Secured Parties the Issuing Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on the Administrative Agent, or such Secured Party or Secured PartiesLender and the Issuing Lender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faiththe Administrative Agent, willful misconduct or material breach the Lenders and the Issuing Lender shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor any the Administrative Agent, the Lender, the Issuing Lender nor any representative, agent the Administrative Agent or attorney acting for or on behalf of Agent the Administrative Agent, the Lender or any the Issuing Lender has represented, expressly or otherwise, that Agent or the Administrative Agent, the Lenders and the Issuing Lender would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, Agent the Administrative Agent, the Lenders and the Lenders Issuing Lender are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 14.5 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, York and waive any objection based on venue or forum non conveniens with ----- --- ---------- respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s 's option, by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Borrower shall appear in answer to such process, failing which Borrower shall be deemed in default and judgment may be entered by Agent against Borrower for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Neither Agent and Secured Parties nor Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-non- appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesAgent and Lender, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under misconduct. In any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of such litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and Lender shall be entitled to the Lenders are relying upon, among other things, benefit of the waivers rebuttable presumption that it acted in good faith and certifications set forth with the exercise of ordinary care in the performance by it of the terms of this Section 12.1 and elsewhere herein and thereinAgreement.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other The Loan Parties, Agent the Administrative Agent, the Lenders and Lenders the Issuing Banks irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, whichever the Administrative Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall may be heard only in the courts described above (except that the Administrative Agent and the Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which the Administrative Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsmail, or, at the Administrative Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or the Administrative Borrower on behalf of such Loan Party) in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT THE ADMINISTRATIVE AGENT, THE LENDERS AND LENDERS THE ISSUING BANKS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT THE ADMINISTRATIVE AGENT, THE LENDERS AND LENDERS THE ISSUING BANKS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY LOAN PARTY, THE BORROWERADMINISTRATIVE AGENT, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER OR ANY ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Administrative Agent, the Lenders and Secured Parties the Issuing Banks shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on the Administrative Agent, or such Secured Party or Secured PartiesLender and such Issuing Bank, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faiththe Administrative Agent, willful misconduct or material breach the Lenders and the Issuing Banks shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor the Administrative Agent, any Lender Lender, any Issuing Bank nor any representative, agent the Administrative Agent or attorney acting for or on behalf of Agent the Administrative Agent, any Lender or any Lender Issuing Bank has represented, expressly or otherwise, that Agent or the Administrative Agent, the Lenders and the Issuing Banks would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, Agent the Administrative Agent, the Lenders and the Lenders Issuing Banks are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 14.5 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guaranty and any dispute arising out of the relationship between the parties heretoGuarantor and Secured Parties, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) HoldingsGuarantor hereby irrevocably consents and accepts for itself and in respect of its Property, generally and unconditionally, the Parent Borrower, the other Loan Parties, Agent and Lenders irrevocably consent and submit to the exclusive jurisdiction of the courts of the State state of New York and located in New York County in the city of New York or of the United States District Court for the Southern District of New York, whichever Agent may electand any appellate court from any thereof. The Guarantor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any court, and waive waives any objection based on lack of personal jurisdiction, improper venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guaranty or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of Guarantor and the parties hereto Secured Parties in respect of this Agreement Guaranty or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor or any Credit Party and Secured Parties or the conduct of any such matters persons in connection with this Guaranty or the other Loan Documents shall be heard only in the courts described above (except that Agent and Lenders Administrative Agent, acting at the direction of the Requisite Lenders, shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on any collateral at any time granted by Guarantor to Administrative Agent for the Collateral ratable benefit of the Secured Parties or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified registered mail (return receipt requested) ), postage prepaid, directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Administrative Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. (d) HOLDINGSGUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, THE PARENT BORROWERAND HEREBY KNOWINGLY, THE OTHER LOAN PARTIESVOLUNTARILY, AGENT INTENTIONALLY, AND LENDERS EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE GUARANTOR AND SECURED PARTIES HERETO IN RESPECT OF THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER GUARANTOR OR SECURED PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and None of the Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, as applicable, that the losses were the result of acts or omissions of such Secured Party or Secured Parties, as applicable, constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Secured Parties shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Credit Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinLoan Documents.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Agent, Lenders and Lenders Issuing Bank irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York, New York City, Borough of Manhattan, and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or the Administrative Borrower on behalf of such Loan Party) in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AGENT, LENDERS AND LENDERS ISSUING BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AGENT, LENDERS AND LENDERS ISSUING BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY LOAN PARTY, THE BORROWERAGENT, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER OR ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent Agent, Lenders and Secured Parties Issuing Bank shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender and Issuing Bank, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faithAgent, willful misconduct or material breach Lenders and Issuing Bank shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor Agent, any Lender Lender, Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or Agent, any Lender or Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, Lenders and Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, Agent Agent, Lenders and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor and Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York California, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkCalifornia. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Los Angeles County, California and the United States District Court for the Southern Northern District of New YorkCalifornia, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Agent or any Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor or Borrowers and Agent or any Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by any Borrower or Guarantor to Agent or any Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein below and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor so served shall appear in answer of such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSGUARANTOR, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR, LENDERS AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinmisconduct.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan The Credit Parties, Agent Agent, and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its Credit Parties or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its Credit Parties or their property). (c) Holdings, the Parent Borrower and the other Loan The Credit Parties hereby waive personal service of any and all process upon it them and consents consent that all such service of process may be made by certified mail (return receipt requested) directed to its their address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Credit Parties in any other manner provided under the rules of any such courts. Within forty-five (45) days after such service, the Credit Parties shall appear in answer to such process, failing which the Credit Parties shall be deemed in default and judgment may be entered by Agent against the Credit Parties for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN CREDIT PARTIES, AGENT AGENT, AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN CREDIT PARTIES, AGENT AGENT, AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN CREDIT PARTIES, AGENT AND ANY LENDER AGENT, OR LENDERS MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Credit Parties (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Credit Parties in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Agent and Lenders that the losses were the result of acts a breach by Agent or omissions constituting gross negligence, bad faith, willful misconduct or material breach such Lender of its obligations under any Financing Agreementhereunder or an act or omission of Agent or such Lender constituting gross negligence or willful misconduct. Holdings, the Parent Borrower and each other Loan PartyThe Credit Parties: (i) certifies certify that neither Agent nor any Lender Agent, Lenders, nor any representative, agent or attorney acting for or on behalf of Agent or any Lender Lenders has represented, expressly or otherwise, that Agent or the and Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 13.2 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) HoldingsBorrowers, the Parent BorrowerGuarantors, the other Loan Parties, Agent Agents and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for State and Federal courts located in the Southern District Borough of Manhattan, County of New York, State of New York, whichever Administrative and Collateral Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Administrative and Collateral Agent and Lenders or any Lender shall have the right to bring any action or proceeding against Holdings, the Parent any Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent such Person deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent any Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Administrative and Collateral Agent’s or any Lender’s option, by service upon Holdings, the Parent any Borrower and or any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Borrower or such Guarantor shall appear in answer to such process, failing which such Borrower or such Guarantor shall be deemed in default and judgment may be entered by Administrative and Collateral Agent or any Lender against such Borrower or such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIESEACH GUARANTOR, EACH AGENT AND LENDERS EACH LENDER HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIESEACH GUARANTOR, EACH AGENT AND LENDERS EACH LENDER HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) No Agent and Secured Parties or any Lender shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent any Borrower or such other Loan Party any Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesPerson, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreementsuch Person. HoldingsExcept as prohibited by law, the Parent each Borrower and each Guarantor waives any right which it may have to claim or recover in any litigation with any Agent or any Lender any special, exemplary, punitive or consequential damages or any damages other Loan Partythan, or in addition to, actual damages. Each Borrower and each Guarantor: (i) certifies that neither Agent nor none of any Lender nor Agent, any representativeLender, agent or attorney any of their respective representatives, agents or attorneys acting for or on behalf of Agent or any Lender has such Person has, prior to the date hereof, represented, expressly or otherwise, that Agent or the Lenders such Person would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent Agents and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoany Guarantor and Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Guarantor and Agent or any Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Guarantor or any Borrower and Agent or any Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by any Borrower or any Guarantor to Agent or any Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in Section 11 hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, any Guarantor so served shall appear in answer of such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Agent against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY OF GUARANTORS AND AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY GUARANTOR, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTORS, LENDERS AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor and Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State Province of New York but excluding any principles of conflicts of law or other rule of law that would cause Ontario and the application of the law of any jurisdiction other than the federal laws of the State of New YorkCanada applicable therein. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor and Lenders Lender hereby irrevocably consent and submit to the non-exclusive jurisdiction of the courts Superior Court of the State Justice (of New York and the United States District Court for the Southern District of New York, whichever Agent may elect, Ontario) and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to arising out of the relationship between Guarantor or Borrower and Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by Borrower or Guarantor to Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentLender’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. The Guarantor designates the Borrower at its address for notice from time to time under the Loan Agreement as its designee, appointee and agent to receive for and on its behalf in any action or proceeding with respect to this Guarantee and such service shall be deemed complete upon delivery thereof as the Borrower. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Lender against Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT GUARANTOR AND LENDERS EACH LENDER HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT GUARANTOR AND LENDERS EACH LENDER HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Lender shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) HoldingsBorrowers, the Parent BorrowerGuarantors, the other Loan PartiesAgent, Agent Lenders and Lenders Issuing Bank irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the State and Federal courts located in the Borough of the Manhattan, County of New York, State of New York and the United States District Court for the Southern District of New York, York whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent any Borrower and any other Loan Party or Guarantor (or Administrative Borrower on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Borrower or Guarantor shall appear in answer to such process, failing which such Borrower or Guarantor shall be deemed in default and judgment may be entered by Agent against such Borrower or Guarantor for the amount of the claim and other relief requested. (d) HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE ANY BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND AGENT, ANY LENDER OR ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender and Issuing Bank, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faithAgent, willful misconduct or material breach Lenders and Issuing Bank shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Each Borrower and each other Loan PartyGuarantor: (i) certifies that neither Agent nor Agent, any Lender Lender, Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or Agent, any Lender or Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, Lenders and Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent Agent, Lenders and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) HoldingsBorrowers, the Parent BorrowerGuarantors, the other Loan PartiesAgent, Agent Lenders and Lenders Issuing Bank irrevocably consent and submit to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property). (c) HoldingsEach Borrower, the Parent Borrower Guarantor, Lender, Agent and the other Loan Parties Issuing Bank hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent any Borrower and any other Loan Party or Guarantor (or Administrative Borrower on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Borrower or Guarantor shall appear in answer to such process, failing which such Borrower or Guarantor shall be deemed in default and judgment may be entered by Agent against such Borrower or Guarantor for the amount of the claim and other relief requested. (d) HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE ANY BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND AGENT, ANY LENDER OR ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent Agent, Lenders and Secured Parties Issuing Bank shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender and Issuing Bank, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreementmisconduct. Holdings, the Parent Each Borrower and each other Loan PartyGuarantor: (i) certifies that neither Agent nor Agent, any Lender Lender, Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or Agent, any Lender or Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, Lenders and Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, Agent Agent, Lenders and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 13 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Pledgor and Lenders Pledgee irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the State and Federal courts located in the Borough of the Manhattan, County of New York, State of New York and the United States District Court for the Southern District of New York, whichever Agent Pledgee may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Pledgee shall have the right to bring any action or proceeding against Holdings, Pledgor or the Parent Borrower, any other Loan Party or its or their property Trademark Collateral in the courts of any other jurisdiction which Agent Pledgee deems necessary or appropriate in order to realize on the Trademark Collateral or to otherwise enforce its rights against Holdings, Pledgor or the Parent Borrower, any other Loan Party or its or their propertyTrademark Collateral). (c) Holdings, the Parent Borrower and the other Loan Parties Pledgor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in the Loan Agreement and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentPledgee’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Pledgor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Pledgor shall appear in answer to such process, failing which Pledgor shall be deemed in default and judgment may be entered by Pledgee against Pledgor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT PLEDGOR AND LENDERS PLEDGEE EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT PLEDGOR AND LENDERS PLEDGEE EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York California but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkCalifornia. (b) HoldingsBorrowers, the Parent Borrower, the other Loan PartiesGuarantors, Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts Superior Court of the State of New York California, County of Los Angeles and the United States District Court for the Southern Central District of New YorkCalifornia, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsherein, or, at Agent’s option, by service upon Holdings, the Parent any Borrower and any other Loan Party or Guarantor (or Administrative Borrower on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts. Within the period provided by applicable law after such service, such Borrower or Guarantor shall respond to such process, failing which such Borrower or Guarantor shall be deemed in default and judgment may be entered by Agent against such Borrower or Guarantor for the amount of the claim and other relief requested. (d) HOLDINGSBORROWERS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSBORROWERS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE ANY BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Financing Agreement, (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a ‘provisional remedy’ as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) Borrowers and Guarantors shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or Agent and such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing this Agreement. Holdings, the Parent Each Borrower and each other Loan PartyGuarantor: (i) certifies that neither Agent nor Agent, any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the and Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any Georgia (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Each Borrower, the other Loan PartiesAgent, Agent Issuing Bank and Lenders irrevocably consent and submit to the exclusive nonexclusive jurisdiction of the courts Superior Court of the State of New York Fxxxxx County, Georgia and the United States District Court for the Southern Northern District of New York, whichever Agent may elect, Georgia and waive any objection based on venue or forum forum, non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent such Borrower and any other Loan Party (or Administrative Borrowe on behalf of such Borrower) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, each Borrower shall appear in answer to such process, failing which such Borrower shall be deemed in default and judgment may be entered by Agent against such Borrower for the amount of the claim and other relief requested. (d) HOLDINGSTO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIES, AGENT AGENT. ISSUING BANK AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIESAGENT, AGENT ISSUING BANK AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE SUCH BORROWER, THE OTHER LOAN PARTIESAGENT, AGENT AND ISSUING BANK OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent Agent, Lenders and Secured Parties Issuing Bank shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, such Lender or such Secured Party or Secured PartiesIssuing Bank, as applicable, that the losses were the result of its acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faithAgent, willful misconduct or material breach each Lender and Issuing Bank shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan PartyEach Borrower: (i) certifies that neither Agent nor Agent, any Lender Lender, Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or Agent, any Lender or Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, Lenders and Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent Agent, Lenders and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkTHIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (b) HoldingsEach Guarantor hereby irrevocably and unconditionally submits, the Parent Borrowerfor itself and its property, the other Loan Parties, Agent and Lenders irrevocably consent and submit to the exclusive nonexclusive jurisdiction of the courts of the State of any New York and State or federal court sitting in the United States District Court for the Southern District Borough of Manhattan, New York, whichever Agent may electYork County, and waive any objection based on venue or forum non conveniens with respect to appellate court from any thereof, in any action instituted therein or proceeding arising under out of or relating to this Agreement Guaranty, or for recognition or enforcement of any of the other Financing Agreements or in any way connected with or related or incidental to the dealings 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 New York State or, to the extent permitted by law, in such Federal court. Each Guarantor 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 Guaranty shall affect any right that the Agent or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall Guarantied Party may otherwise have the right to bring any action or proceeding relating to this Guaranty against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property properties in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property)jurisdiction. (c) HoldingsEach Guarantor 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 in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the Parent Borrower and defense of an inconvenient forum to the other Loan Parties hereby waive personal service maintenance of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party action or proceeding in any other manner provided under the rules of any such courtscourt. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (ai) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Loan Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal substantive laws (other than conflict of law provisions and principles, but including Section 5-1401 and Section 5-1402 of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws General Obligations Law) of the State of New York. (bii) Holdings, the Parent Borrower, the other The Loan Parties, Lenders and Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Federal Court for of the Southern District of New YorkYork or any New York state court sitting in New York County, whichever Agent may elect, New York and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (ciii) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in accordance with the notice provisions hereof, and service so made shall be deemed to be completed five three (53) days after the same shall have been so deposited in the U.S. mailsor Canadian mail, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other such Loan Party in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Borrower shall appear in answer to such process, failing which such Loan Party shall be deemed in default and judgment may be entered by Agent against such Loan Party for the amount of the claim and other relief requested. (div) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, LENDERS AND AGENT AND LENDERS EACH HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS, OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, LENDERS AND AGENT HEREBY AGREE AND LENDERS EACH HEREBY AGREES AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, LENDERS OR AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (ev) Neither Agent and Secured Parties nor any Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other any Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, the applicable Lender that the losses were the result of acts or omissions constituting (i) with respect to Agent, gross negligence or willful misconduct, or (ii) with respect to any Lender, gross negligence, bad faith, willful misconduct or material breach or willful misconduct, each as determined pursuant to a final non-appealable order of its obligations under a court of competent jurisdiction. In any Financing such litigation, Agent and Lenders shall be entitled to the benefit of the rebuttable presumption that Agent and Lenders acted in their sole discretion and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither In no event shall Agent nor or any Lender nor or any representativeof their respective Affiliates or any of their respective officers, agent directors, employees or attorney acting agents be liable on any theory of liability for any special, indirect, consequential, exemplary or on behalf punitive damages (including any loss of profits, business or anticipated savings) irrespective of whether the Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any been advised of the waivers provided for in this Agreement likelihood of such loss or any damage and regardless of the other Financing Agreements form of action. Each Loan Party hereby waives, releases and (ii) acknowledges that agrees not to sxx upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinits favor.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) HoldingsNotwithstanding anything to the contrary in any Financing Agreement, the Parent Borrower, the other Loan Parties, Agent and Lenders irrevocably consent and submit to the exclusive jurisdiction of the courts Supreme Court of the State of New York, New York County in the Borough of Manhattan and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or Administrative Borrower on behalf of such Loan Party) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Loan Party shall appear in answer to such process, failing which such Loan Party shall be deemed in default and judgment may be entered by Agent against such Loan Party for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER ANY LOAN PARTIESPARTY, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or Agent and such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor Agent, any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the and Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties heretohereto with respect thereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State Commonwealth of New York but excluding any Puerto Rico (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Borrower and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New YorkPuerto Rico and to the Court of First Instance, whichever Agent may elect(Superior Court) of San Jxxx, Puerto Rico and waive any objection based on venue or forum non conveniens conveniences with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or Borrower and its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five ten (510) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Lender's option, by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Person so served shall appear in answer to such process, failing which such Person shall be deemed in default and judgment may be entered by Lender against such Person for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT BORROWER AND LENDERS LENDER EACH HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT BORROWER AND LENDERS LENDER EACH HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY BORROWER OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party it in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Lender shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in terms of this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinAgreement.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties heretoany Obligor and Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Obligor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Obligor and Agent or any Lender in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Obligor or any Borrower and Agent or any Lender or the conduct of any such matters persons in connection with this Agreement, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Obligor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by any Borrower or any Obligor to Agent or any Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Obligor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Obligor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein below and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Obligor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, any Obligor so served shall appear in answer of such process, failing which such Obligor shall be deemed in default and judgment may be entered by Agent against such Obligor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH OBLIGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY OF OBLIGORS AND AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH OBLIGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY OBLIGOR, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO OBLIGORS, LENDERS AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Obligors (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Obligors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State Province of New York but excluding any principles of conflicts of law or other rule of law that would cause Ontario and the application of the law of any jurisdiction other than the federal laws of the State of New YorkCanada applicable therein. (b) Holdings, the Parent Borrower, the other Loan Parties, Lenders and Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts Superior Court of the State of New York and the United States District Court for the Southern District of New York, whichever Agent may elect, Justice (Ontario) and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent deems or Lenders deem necessary or appropriate in order to realize on the Collateral or to otherwise enforce its their respective rights against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property). (c) HoldingsTo the extent permitted by law, the Parent Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified registered mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. Canadian mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Borrower shall appear in answer to such process, failing which Borrower shall be deemed in default and judgment may be entered by Agent or Lenders against Borrower for the amount of the claim and other relief requested. (d) HOLDINGS, TO THE PARENT EXTENT PERMITTED BY APPLICABLE LAW BORROWER, THE OTHER LOAN PARTIES, LENDERS AND AGENT AND LENDERS EACH HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSTO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARENT BORROWER, THE OTHER LOAN PARTIES, LENDERS AND AGENT AND LENDERS EACH HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Lenders and Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this any Financing Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Partiesa Lender, that the losses were the result of acts or omissions constituting gross negligencenegligence or wilful misconduct and Borrower hereby waives any claims for special, bad faithpunitive, willful misconduct exemplary, indirect or material consequential damages in respect of any breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither or alleged breach by Agent nor or any Lender nor of any representative, agent of the terms of this Agreement or attorney acting for the other Financing Agreements except in the case of gross negligence or on behalf wilful misconduct of Agent or any Lender has represented, expressly as determined by a final and non-appealable judgment or otherwise, that court order binding on Agent or Lender. (f) Borrower hereby expressly waives all rights of notice and hearing of any kind prior to the Lenders would notexercise of rights by Agent from and after the occurrence of an Event of Default that is continuing to repossess the Collateral with judicial process or to replevy, attach or levy upon the Collateral or other security for the Obligations. Borrower waives the posting of any bond otherwise required of Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach or levy upon the event of litigationCollateral or other security for the Obligations, seek to enforce any judgment or other court order entered in favour of the waivers provided for in this Agreement Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinAgreement.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this This Agreement and the other Financing Agreements (except as otherwise provided therein) rights and any dispute arising out obligations of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, hereto under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York but excluding any without giving effect to the rules or principles of conflicts conflict of law or other rule of law laws thereof to the extent that the same are not mandatorily applicable by statute and would cause the application of the law laws of any jurisdiction other than the laws of the State of New Yorkjurisdiction. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent and Lenders The parties hereto irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County, New York and the United States District Court for of the Southern District of New York, whichever Agent the Agents may elect, and to the fullest extent permitted by law, waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, Credit Document and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent the Agents and Lenders shall have the Claimholders reserve the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Grantor or its or their property in the courts of any other jurisdiction which such Agent or Claimholder deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Grantor or its or their property). (c) Holdings, Each Grantor to the Parent Borrower and the other Loan Parties fullest extent permitted by law hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s the Agents’ option, by service upon Holdings, the Parent Borrower and any other Loan Party Grantor in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CREDIT DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CREDIT DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Agents and Secured Parties Claimholders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Grantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Grantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless except to the extent it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, the applicable Agent and Claimholders that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreementmisconduct. Holdings, the Parent Borrower and each other Loan PartyEach Grantor: (i) certifies that neither Agent nor any Lender the Agents, the Claimholders nor any representative, agent or attorney acting for or on behalf of Agent the Agents or any Lender the Claimholders has represented, expressly or otherwise, that Agent or the Lenders Agents and the Claimholders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Credit Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsCredit Documents, Agent the Agents and the Lenders Claimholders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 8.7 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Joinder Agreement and the other Financing Agreements (except as otherwise expressly provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the The State of New York but excluding any (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, law). The Additional Canadian Borrower and each Administrative Agent irrevocably consents and Lenders irrevocably consent and submit submits to the exclusive nonexclusive jurisdiction of the courts Supreme Court of the State of New York sitting in New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, whichever Agent the Administrative Agents may elect, and in addition, the Additional Canadian Borrower irrevocably consents and submits to the nonexclusive jurisdiction of the Ontario Superior Court of Justice, in each case, whichever the Administrative Agents may elect and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Joinder Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Joinder Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Accounts Collateral Agent (with respect to the Accounts Collateral) and LC Facility Collateral Agent (with respect to the Non-Accounts Collateral) and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Credit Party or its or their property in the courts of any other jurisdiction which such Collateral Agent deems necessary or appropriate in order to realize on the applicable Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Credit Party or its or their property). (c) Holdings, the Parent . The Additional Canadian Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. US mails, or, at an Administrative Agent’s 's option, by service upon Holdings, the Parent such Additional Canadian Borrower and any other Loan Party in any other manner provided under the rules of any such courts. . Within thirty (d30) HOLDINGSdays after such service, the Additional Canadian Borrower shall appear in answer to such process, failing which the Additional Canadian Borrower shall be deemed in default and judgment may be entered by the Canadian Lender against the Additional Canadian Borrower for the amount of the claim and other relief requested. THE PARENT BORROWER, THE OTHER LOAN PARTIES, ADDITIONAL CANADIAN BORROWER AND EACH ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS JOINDER AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, ADDITIONAL CANADIAN BORROWER AND EACH ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY CREDIT PARTY OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS JOINDER AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoany Guaranteeing Party and Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule choice of law that would cause the application (other than Section 5-1401 and Section 5-1402 of the law of any jurisdiction other than the laws General Obligations Laws of the State of New York). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guaranteeing Party hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York, whichever Agent may electelects, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Guaranteeing Party and Agent or any Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Guaranteeing Party or any Borrower and Agent or any Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Guaranteeing Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral at any time granted by any Borrower or Guaranteeing Party to Agent or any Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Guaranteeing Party or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guaranteeing Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by U.S. certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsimmediately upon receipt thereof by such Guaranteeing Party, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Guaranteeing Party in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, any Guaranteeing Party so served shall appear in answer to such process, failing which such Guaranteeing Party shall be deemed in default and judgment may be entered by Agent against the Guaranteeing Parties for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTEEING PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE GUARANTEEING PARTIES HERETO AND AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTEEING PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY GUARANTEEING PARTY OR ANY LENDER OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT GUARANTEE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTEEING PARTIES HERETO AND LENDERS AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guaranteeing Parties (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guaranteeing Parties in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that each acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by each of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than New York; provided, however, that the Dutch Deed of Pledge shall be governed by the laws of the State of New YorkNetherlands. (b) HoldingsBorrowers, the Parent BorrowerGuarantors, the other Loan PartiesAdministrative Agent, Agent Lenders, Swingline Lender and Lenders Issuing Bank irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County, New York and the United States District Court for of the Southern District of New York, whichever Administrative Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Administrative Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property in the courts of any other jurisdiction which Administrative Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Administrative Agent’s option, by service upon Holdings, the Parent any Borrower and any other Loan Party or Guarantor (or Company on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Borrower or Guarantor shall appear in answer to such process, failing which such Borrower or Guarantor shall be deemed in default and judgment may be entered by Administrative Agent against such Borrower or Guarantor for the amount of the claim and other relief requested; provided, however, that enforcement in a Dutch court of this Agreement and the Dutch Deed of Pledge will be subject to Dutch rules of civil procedure. (d) HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE ANY BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND ADMINISTRATIVE AGENT, ANY LENDER OR ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent Administrative Agent, Lenders, Swingline Lender and Secured Parties Issuing Bank shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Administrative Agent, or such Secured Party or Secured PartiesLender, Swingline Lender and Issuing Bank, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faithAdministrative Agent, willful misconduct or material breach Lenders, Swingline Lender and Issuing Bank shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Each Borrower and each other Loan PartyGuarantor: (i) certifies that neither Agent nor Administrative Agent, any Lender Lender, Swingline Lender, Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent Administrative Agent, any Lender, Swingline Lender or any Lender Issuing Bank has represented, expressly or otherwise, that Agent or the Lenders Administrative Agent, Lenders, Swingline Lender and Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent Administrative Agent, Lenders, Swingline Lender and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guaranty and any dispute arising out of the relationship between among any of the parties heretoGuarantors and the Administrative Agent, or any of the Lenders, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, Each of the Parent Borrower, the other Loan Parties, Agent Guarantors hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts of the State Courts of New York State and the United States District Court for the Southern District of New York, whichever Agent may elect, York and waive waives any objection based on venue or forum non conveniens with respect to any action ----- --- ---------- instituted therein arising under this Agreement Guaranty or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of any of Guarantors and the parties hereto Administrative Agent in respect of this Agreement Guaranty or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship among any of Guarantors or Borrower and the Administrative Agent or the conduct of any such matters persons in connection with this Guaranty, the other Loan Documents or otherwise shall be heard only in the courts described above (except that the Administrative Agent and Lenders shall have the right to bring any action or proceeding against Holdings, any of the Parent Borrower, any other Loan Party Guarantors or its or their property in the courts of any other jurisdiction which the Administrative Agent deems necessary or appropriate in order to realize on collateral at any time granted by Borrower or any of the Collateral Guarantors to the Administrative Agent or to otherwise enforce its rights against Holdings, any of the Parent Borrower, any other Loan Party Guarantors or its or their property). (c) Holdings, Each of the Parent Borrower and the other Loan Parties Guarantors hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Administrative Agent’s 's option, by service upon Holdings, any of the Parent Borrower and any other Loan Party Guarantors in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, any of the Guarantors so served shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by the Administrative Agent against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGSEACH GUARANTOR AND THE ADMINISTRATIVE AGENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF OR, UNDER OR IN CONNECTION WITH THIS AGREEMENT GUARANTY OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS TO ACCEPT THE TERMS OF THIS GUARANTY AND MAKE LOANS PURSUANT TO THE TERMS OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYCREDIT AGREEMENT. (e) Neither the Administrative Agent and Secured Parties nor any of the Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, the Administrative Agent and the Lenders that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under misconduct. In any Financing Agreement. Holdingssuch litigation, the Parent Borrower Administrative Agent and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Credit Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinLoan Documents.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guaranty and any dispute arising out of the relationship between the parties heretoResolve, Agent and any Obligee, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any Ohio (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Resolve hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the state and federal courts of located in Xxxxxxxx County in the State of New York Ohio and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guaranty or any of the other Financing Agreements Security Documents or in any way connected with or related or incidental to the dealings of the parties hereto Resolve, Obligor, Agent and Obligees in respect of this Agreement Guaranty or any of the other Financing Agreements Security Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree . Resolve agrees that any dispute with respect to arising out of the relationship between Resolve, Obligor, and Agent and Obligees or the conduct of any such matters persons in connection with this Guaranty, the other Security Documents or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Resolve or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by | || Obligor or Resolve to Agent and Obligees or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Resolve or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Resolve hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in Section 16 hereof and service so made shall be deemed to be completed five three (53) business days after the same shall have been so deposited in the U.S. mailsmail, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Resolve in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Resolve shall appear in answer to such process, failing which Resolve shall be deemed in default and judgment may be entered by Agent against Resolve for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH RESOLVE HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS SECURITY DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO RESOLVE AND AGENT AND OBLIGEES IN RESPECT OF THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS SECURITY DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH RESOLVE HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, RESOLVE OR AGENT AND ANY LENDER OR OBLIGEES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO RESOLVE, AGENT AND OBLIGEES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Resolve hereby irrevocably authorizes and empowers any attorney-at-law to appear for Resolve in any action upon or in connection with this Guaranty at any time after any of the obligations of Resolve under this Guaranty becomes due in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Agent or any Obligee against Resolve, the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waive and release all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. Resolve agrees and consents that the attorney confessing judgment on behalf of Resolve hereunder may also be counsel to Agent, any Obligee, and/or any affiliate or affiliates of Agent or any Obligee, and Resolve hereby further waives any conflict of interest which might otherwise arise and consents to Agent's or any Obligee’s paying such confessing attorney a legal fee or allowing such attorneys' fees to be paid from proceeds of collection of this Guaranty and/or any and all collateral and security for the obligations of Resolve hereunder. This power-of-attorney shall be deemed to be a power coupled with an interest, and is irrevocable. (f) Agent and Secured Parties Obligees shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Resolve (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Resolve in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Agent and Obligees that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under the Agent and Obligees. In any Financing Agreement. Holdingssuch litigation, Agent and Obligees shall be entitled to the Parent Borrower benefit of the rebuttable presumption that they acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by them of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement Notes and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinSecurity Documents.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any without giving effect to principles of conflicts of law or other laws, but excluding any rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York, except to the extent that the law of another jurisdiction is specified in a Financing Agreement (including the Mexican Security Documents and the Canadian Security Documents) to be the governing law for that Financing Agreement. (b) Holdings, the Parent Borrower, the other Loan PartiesThe Borrowers, Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York County, New York and the United States District Court for the Southern District of New York, whichever Agent may elect, York and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements (other than the Mexican Security Documents and the Canadian Security Documents) or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements (other than the Mexican Security Documents and the Canadian Security Documents) or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute disput with respect to any such matters shall be heard only in the courts described above (except that Lenders and/or Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party a Borrower or its or their property in the courts of any other jurisdiction which Lenders or Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its their respective rights against Holdings, the Parent Borrower, any other Loan Party a Borrower or its or their property). (c) HoldingsTo the extent permitted by law, the Parent each Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified registered mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. US mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Borrowers in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Borrowers shall appear in answer to such process, failing which the Borrowers shall be deemed in default and judgment may be entered by Agent against the Borrowers for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER OR LENDERS MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Lenders and/or Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Borrowers (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent a Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement or any other Financing Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lenders and/or Agent that the losses were the result of acts or omissions constituting gross negligence, bad faith, gross negligence or willful misconduct misconduct. (f) Each Borrower hereby expressly waives all rights of notice and hearing of any kind prior to the exercise of rights by Agent from and after the occurrence of an Event of Default to repossess the Collateral with judicial process or material breach to replevy, attach or levy upon the Collateral or other security for the Obligations. Subject to applicable law, each Borrower waives the posting of its obligations under any bond otherwise required of Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach or levy upon the Collateral or other security for the Obligations, to enforce any judgment or other court order entered in favor of Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other Financing Agreement. Holdings, the Parent Borrower and each other Loan Party. (g) The Borrowers: (i) certifies certify that neither Agent nor any Lender or Lenders nor any representative, agent Agent or attorney acting for or on behalf of Agent or any Lender Lenders has represented, expressly or otherwise, that Agent or the and Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 10.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Joinder Agreement and the other Financing Agreements (except as otherwise expressly provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the The State of New York but excluding any (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, law). Each Additional US Borrower and each Administrative Agent irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York sitting in New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, whichever Agent the Administrative Agents may elect, and in addition, each Additional US Borrower irrevocably consents and submits to the non-exclusive jurisdiction of the Ontario Superior Court of Justice, in each case, whichever the Administrative Agents may elect and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Joinder Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Joinder Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Accounts Collateral Agent (with respect to the Accounts Collateral) and LC Facility Collateral Agent (with respect to the Non-Accounts Collateral) and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Credit Party or its or their property in the courts of any other jurisdiction which such Collateral Agent deems necessary or appropriate in order to realize on the applicable Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Credit Party or its or their property). (c) Holdings, the Parent . Each Additional US Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. US mails, or, at an Administrative Agent’s option, by service upon Holdings, the Parent such Additional US Borrower and any other Loan Party in any other manner provided under the rules of any such courts. . Within thirty (d30) HOLDINGSdays after such service, THE PARENT BORROWERAdditional US Borrowers shall appear in answer to such process, THE OTHER LOAN PARTIES, failing which such Additional US Borrower shall be deemed in default and judgment may be entered by Lender against such Additional US Borrower for the amount of the claim and other relief requested. EACH ADDITIONAL US BORROWER AND EACH ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS JOINDER AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, EACH ADDITIONAL US BORROWER AND EACH ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY CREDIT PARTY OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS JOINDER AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement provisions of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than and construed in accordance with the laws of the State of New YorkTexas, without reference to applicable conflict of law principles. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent and Lenders The parties hereto irrevocably consent and submit to the non-exclusive jurisdiction of Texas Courts in connection with the courts resolution of any disputes relating to this Agreement or the State of New York and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive other Loan Documents. Borrower irrevocably waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents, or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or its property, or their property)any guarantor of the Obligations. (c) Holdings, the Parent Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified registered mail (return receipt requested) directed to its Borrower at the address set forth herein below and service so made shall be deemed to be completed five (5) days Business Days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, United States mail. Nothing contained in this Agreement shall affect the right of Lender to serve legal process by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courtspermitted by law. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT GENERAL PARTNER AND LENDERS LENDER EACH HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO TO THIS AGREEMENT IN RESPECT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE RELATED TRANSACTIONS, INCLUDING WITHOUT LIMITATION, THE OBLIGATIONS OF BORROWER, THE COLLATERAL, OR ANY INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE LOAN DOCUMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGENERAL PARTNER, AGENT UMT AND LENDERS LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE BORROWER OR LENDER OR ANY OTHER LOAN PARTIES, AGENT AND ANY LENDER PARTY TO SUCH ACTION MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO A TRIAL BY JURY. (e) Agent Borrower hereby releases and Secured Parties exculpates Lender and its officers, employees and designees, and Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in contract, tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Lender shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted at all times in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in terms of this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinAgreement.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan PartiesGuarantors, Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the State and Federal courts located in the Borough of the Manhattan, County of New York, State of New York and the United States District Court for the Southern District of New York, York whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Guarantee or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Guarantee or the transactions related hereto or theretohereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party such Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in the Loan Agreement and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party such Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Guarantor shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Agent against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT GUARANTEE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Secured Parties shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan PartyEach Guarantor: (i) certifies that neither Agent nor Agent, any Lender Secured Party nor any representative, agent or attorney acting for or on behalf of Agent or any Lender Secured Party has represented, expressly or otherwise, that Agent or the Lenders and Secured Parties would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Guarantee and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsGuarantee, Agent and the Lenders Secured Parties are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinherein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement This Guaranty and the other Financing Agreements (except as otherwise provided therein) rights and any dispute arising out obligations of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, hereto under this Guaranty shall be governed by the internal laws of the State of New York but excluding any without giving effect to the rules and principles of conflicts of law or other rule of law that to the extent the same are not mandatorily applicable by statute and would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Each Guarantying Party and Agent and Lenders each Secured Party hereby irrevocably consent (i) consents and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Agent may electand appellate courts from either thereof, and waive any objection based on venue or forum non conveniens with respect to in any action instituted therein arising under that (x) arises out of or relates to this Agreement Guaranty, (y) arises out of or relates to any of the other Financing Agreements or (z) in any way is connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement Guaranty or any of the other Financing Agreements or the transactions related hereto or thereto, in each case under this clause (z) whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree (ii) to the fullest extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to such action. Each Guarantying Party and Agent and each Secured Party agrees that any dispute with respect to any such matters shall be heard only in the courts described above unless such courts shall decline to exercise jurisdiction over such dispute in whole or in part (except that Agent and Lenders Secured Parties shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Guarantying Party or its or their property in the courts of any other jurisdiction which Agent deems reasonably necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan and which have jurisdiction over such Guarantying Party or its or their property). (c) Holdings, Each Guarantying Party (to the Parent Borrower and the other Loan Parties fullest extent permitted by applicable law) hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof or otherwise notified to Agent and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Agent ‘s option, by service upon Holdings, the Parent Borrower and any other Loan Guarantying Party in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTEEING PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE GUARANTEEING PARTIES HERETO AND AGENT OR ANY OF THE OTHER SECURED PARTIES IN RESPECT OF THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESEACH GUARANTEEING PARTY, AGENT AND LENDERS EACH SECURED PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, ANY GUARANTEEING PARTY OR ANY SECURED PARTY OR AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTEEING PARTIES AND LENDERS AND AGENT AND THE OTHER SECURED PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan PartiesGuarantors, Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the State of New York and the State and Federal courts located in the Borough of the Manhattan, County of New York, State of New York and the United States District Court for the Southern District of New York, York whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Guarantee or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Guarantee or the transactions related hereto or theretohereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party such Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in the Loan Agreement and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party such Guarantor in any other manner provided under the rules of any such courtscourts . Within thirty (30) days after such service, such Guarantor shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Agent against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS XXXXXXX EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS XXXXXXX EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT GUARANTEE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Secured Parties shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan PartyEach Guarantor: (i) certifies that neither Agent nor Agent, any Lender Secured Party nor any representative, agent or attorney acting for or on behalf of Agent or any Lender Secured Party has represented, expressly or otherwise, that Agent or the Lenders and Secured Parties would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Guarantee and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsGuarantee, Agent and the Lenders Secured Parties are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinherein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties heretohereto with respect thereto, whether in contract, tort, equity or otherwise, shall, except where a Financing Agreement shall specifically provide otherwise, be governed by the internal laws of the Commonwealth of Puerto Rico (without giving effect to principles of conflicts of law). If a Financing Agreement shall specially provide for a choice of governing law other than the law of the Commonwealth of Puerto Rico, then the interpretation and enforcement thereof and any dispute between the parties thereto in respect thereof, whether in contract, tort, equity or otherwise shall be governed by the internal laws of the State of New York but excluding any jurisdiction selected (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Borrowers and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New YorkPuerto Rico and to the Court of First Instance, whichever Agent may elect(Superior Court) of San Xxxx, Puerto Rico and waive any objection based on venue or forum non conveniens conveniences with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrowers or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or Borrowers and its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five ten (510) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Lender's option, by service upon Holdings, the Parent a Borrower and any other Loan Party in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Person so served shall appear in answer to such process, failing which such Person shall be deemed in default and judgment may be entered by Lender against such Person for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT BORROWERS AND LENDERS LENDER EACH HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT BORROWERS AND LENDERS LENDER EACH HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY BORROWERS OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Borrowers (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party it in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Lender shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in terms of this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinAgreement.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement This Guaranty and the other Financing Agreements (except as otherwise provided therein) rights and any dispute arising out obligations of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, hereto under this Guaranty shall be governed by the internal laws of the State of New York but excluding any without giving effect to the rules and principles of conflicts of law or other rule of law that to the extent the same are not mandatorily applicable by statute and would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Each Guarantying Party and Agent and Lenders each Secured Party hereby irrevocably consent (i) consents and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Agent may electand appellate courts from either thereof, and waive any objection based on venue or forum non conveniens with respect to in any action instituted therein arising under that (x) arises out of or relates to this Agreement Guaranty, (y) arises out of or relates to any of the other Financing Agreements or (z) in any way is connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement Guaranty or any of the other Financing Agreements or the transactions related hereto or thereto, in each case under this clause (z) whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree (ii) to the fullest extent permitted by applicable law, waives any objection based on venue or forum non conveniens with respect to such action. Each Guarantying Party and Agent and each Secured Party agrees that any dispute with respect to any such matters shall be heard only in the courts described above unless such courts shall decline to exercise jurisdiction over such dispute in whole or in part (except that Agent and Lenders Secured Parties shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Guarantying Party or its or their property in the courts of any other jurisdiction which Agent deems reasonably necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan and which have jurisdiction over such Guarantying Party or its or their property). (c) Holdings, Each Guarantying Party (to the Parent Borrower and the other Loan Parties fullest extent permitted by applicable law) hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof or otherwise notified to Agent and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Agent ‘s option, by service upon Holdings, the Parent Borrower and any other Loan Guarantying Party in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESEACH GUARANTEEING PARTY, AGENT AND LENDERS EACH SECURED PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE GUARANTEEING PARTIES HERETO AND AGENT OR ANY OF THE OTHER SECURED PARTIES IN RESPECT OF THIS AGREEMENT GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIESEACH GUARANTEEING PARTY, AGENT AND LENDERS EACH SECURED PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, ANY GUARANTEEING PARTY OR ANY SECURED PARTY OR AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTEEING PARTIES AND LENDERS AND AGENT AND THE OTHER SECURED PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a1) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Loan Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law except to the extent that would cause the application of the law of another jurisdiction governs any jurisdiction other than the laws of the State matter pursuant to a mandatory and non-waivable provision of New YorkYork law. (b2) Holdings, The Company and the Parent Borrower, the other Loan Parties, Agent and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the state and federal courts of the State of New York and the United States District Court for the Southern District of sitting in New York, whichever Agent may elect, New York and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property)above. (c3) HoldingsTo the extent permitted by law, the Parent Borrower and the other Loan Parties Company hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified registered mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsmail, or, at Agent’s the Lender's option, by service upon Holdings, the Parent Borrower and any other Loan Party Company in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Company shall appear in answer to such process, failing which the Company shall be deemed in default and judgment may be entered by the Lender against the Company for the amount of the claim and other relief requested. (d4) HOLDINGS, THE PARENT BORROWER, COMPANY AND THE OTHER LOAN PARTIES, AGENT AND LENDERS LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, COMPANY AND THE OTHER LOAN PARTIES, AGENT AND LENDERS LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, COMPANY AND THE OTHER LOAN PARTIES, AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e5) Agent and Secured Parties The Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Company (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Company in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementAgreement or any other Loan Document, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Partiesthe Lender, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach on the part of its obligations under the Lender, as applicable. In any Financing Agreement. Holdingssuch litigation, the Parent Borrower Lender shall be entitled to the benefit of the rebuttable presumption that they acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by them of the waivers provided for in terms of this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinLoan Document.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any (without giving effect to principles of conflicts of law or other rule law); provided, however, with respect to perfecting Lender's security interest and lien on the deposit accounts of law that would cause Borrower, such acts shall be governed by the application of the law of any jurisdiction other than the laws Uniform Commercial Code of the State of New YorkCalifornia (without giving effect to principles of conflicts of law. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Borrower and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of New York, State of New York and of the United States District Court for the Southern District of New York, whichever Agent may elect, York and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in hi the U.S. mails, or, at Agent’s Lender's option, by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoGuarantor and Agent, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State Province of New York but excluding any Ontario and the federal laws of Canada applicable therein (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Superior Court of the State of New York Justice (Ontario) and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Agent in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Guarantor, Borrower and/or its affiliates, any Obligor and Agent or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by Borrower and/or its affiliates or Guarantor to Agent or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. Canadian mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND AGENT IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, GUARANTOR OR AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Neither Agent, Tranche B Agent and Secured Parties nor Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Agent that the losses were the result of acts or omissions constituting gross negligencenegligence or wilful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Credit Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent and Lenders The parties hereto irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County, New York and the United States District Court for of the Southern District of New York, whichever Agent the Agents may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Credit Document or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Credit Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent the Agents and Lenders the Claimholders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Grantor or its or their property in the courts of any other jurisdiction which such Agent or Claimholder deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Grantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Grantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s the Agents’ option, by service upon Holdings, the Parent Borrower and any other Loan Party Grantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Grantor shall appear in answer to such process, failing which such Grantor shall be deemed in default and judgment may be entered by the Agents against such Grantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CREDIT DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CREDIT DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Agents and Secured Parties Claimholders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Grantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Grantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, the Agents and the Claimholders that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach the Agents and the Claimholders shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan PartyEach Grantor: (i) certifies that neither Agent nor any Lender the Agents, the Claimholders nor any representative, agent or attorney acting for or on behalf of Agent the Agents or any Lender the Claimholders has represented, expressly or otherwise, that Agent or the Lenders Agents and the Claimholders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Credit Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsCredit Documents, Agent the Agents and the Lenders Claimholders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 8.6 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other The Loan Parties, Agent the Agent, the Lenders and Lenders the Issuing Bank irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County, New York and the United States District Court for of the Southern District of New York, whichever the Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that the Agent and the Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which the Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or the Company on behalf of such Loan Party) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Loan Party shall appear in answer to such process, failing which such Loan Party shall be deemed in default and judgment may be entered by the Agent against such Loan Party for the amount of the claim and other relief requested. (d) HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSBORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS ISSUING BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE ANY BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND AGENT, ANY LENDER OR ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Agent, the Lenders and Secured Parties the Issuing Bank shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on the Agent, or such Secured Party or Secured PartiesLender and the Issuing Bank, that the losses were the result of acts or omissions constituting gross negligencewillful misconduct, bad faith, willful misconduct fraud or material breach gross negligence. In any such litigation, the Agent, the Lenders and the Issuing Bank shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor the Agent, any Lender Lender, the Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or the Agent, any Lender or the Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, the Lenders and the Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent the Agent, the Lenders and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validityThis Guarantee, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) rights and any dispute arising out obligations of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, Guarantor and Stellar hereunder shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than by, and construed and enforced in accordance with, the laws of the State of New York. (b) HoldingsThe Guarantor and Stellar hereby voluntarily submit and consent to, the Parent Borrowerand waive any defense to, the other Loan Parties, Agent and Lenders irrevocably consent and submit to the exclusive jurisdiction of the federal or state courts of located in the State of New York and the United States District Court for the Southern District York, County of New York, whichever Agent may elect, and waive any objection based on venue York as to all matters relating to or forum non conveniens arising from this Guarantee with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or MSA in any way connected with or related or incidental to the dealings of the parties hereto Guarantor and Stellar in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwiseGuarantee, and agree that any dispute with respect to arising out of the relationship between the Guarantor or the Subsidiary and Stellar or the conduct of any such matters shall persons in connection with this Guarantee or the MSA may be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property)above. (c) Holdings, the Parent Borrower and the other Loan Parties The Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Stellar's option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Guarantor shall appear in answer to such process, failing which the Guarantor shall be deemed in default and judgment may be entered by Stellar against the Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING RELATED AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO GUARANTOR AND STELLAR IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISINGMSA, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, ANY THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER GUARANTOR OR STELLAR MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTOR AND STELLAR TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any Georgia (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Each Borrower, the other Loan PartiesAgent, Agent Issuing Bank and Lenders irrevocably consent and submit to the exclusive nonexclusive jurisdiction of the courts Superior Court of the State of New York Xxxxxx County, Georgia and the United States District Court for the Southern Northern District of New York, whichever Agent may elect, Georgia and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent such Borrower and any other Loan Party (or Administrative Borrower on behalf of such Borrower) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, each Borrower shall appear in answer to such process, failing which such Borrower shall be deemed in default and judgment may be entered by Agent against such Borrower for the amount of the claim and other relief requested. (d) HOLDINGSTO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIES, AGENT AGENT. ISSUING BANK AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIESAGENT, AGENT ISSUING BANK AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE SUCH BORROWER, THE OTHER LOAN PARTIESAGENT, AGENT AND ISSUING BANK OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent Agent, Lenders and Secured Parties Issuing Bank shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, such Lender or such Secured Party or Secured PartiesIssuing Bank, as applicable, that the losses were the result of its acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faithAgent, willful misconduct or material breach each Lender and Issuing Bank shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Loan PartyEach Borrower: (i) certifies that neither Agent nor Agent, any Lender Lender, Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or Agent, any Lender or Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, Lenders and Issuing Bank would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent Agent, Lenders and the Lenders Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoany Guarantor and Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York Illinois but excluding any principles of conflicts of law or other rule of law that would cause result in the application of the law of any jurisdiction other than the laws of the State of New YorkIllinois. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Cook County, Illinois and the United States District Court for the Southern Northern District of New YorkIllinois, whichever Agent may electLender elects, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Guarantor and Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Guarantor, Borrowers or their affiliates or any Obligor and Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by a Borrower or its affiliates or any Guarantor to Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentXxxxxx’s option, by service upon Holdings, the Parent Borrower and any other Loan Party a Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, applicable Guarantor shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Lender against any Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY GUARANTOR AND LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO XXXXXXXXXX AND XXXXXX TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party a Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or wilful misconduct. In any such litigation, bad faith, willful misconduct or material breach Xxxxxx shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements Loan Documents (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other The Loan Parties, the Administrative Agent and the Lenders irrevocably consent and submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, whichever the Administrative Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that the Administrative Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party or its or their property in the courts of any other jurisdiction which the Administrative Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party or its or their property). (c) Holdings, the Parent Borrower and the other Each Loan Parties Party hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailsmail, or, at the Administrative Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party (or the Borrower on behalf of such Loan Party) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Loan Party shall appear in answer to such process, failing which such Loan Party shall be deemed in default and judgment may be entered by the Administrative Agent against such Loan Party for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSANY LOAN PARTY, THE BORROWER, THE OTHER LOAN PARTIES, ADMINISTRATIVE AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) The Administrative Agent and Secured Parties the Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or the Administrative Agent and such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach the Administrative Agent and the Lenders shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Borrower and each other Each Loan Party: (i) certifies that neither Agent nor any Lender the Administrative Agent, the Lender, nor any representative, agent the Administrative Agent or attorney acting for or on behalf of the Administrative Agent or any the Lender has represented, expressly or otherwise, that the Administrative Agent or and the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Loan Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsLoan Documents, the Administrative Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 14.5 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoany Guarantor and Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York North Carolina, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than that the laws of the State of New YorkNorth Carolina. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts of the State of New York Superior Court for North Carolina, Mecklenburg County and the United States District Court for the Southern Western District of New York, whichever Agent may elect, North Carolina and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Guarantor and Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Guarantor or Borrower and Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the any Collateral at any time granted by Borrower or any Guarantor to Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentLender’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, any Guarantor so served shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Lender against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY OF GUARANTORS AND LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTORS AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Lender shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoany Guarantor or Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but Florida excluding any principles of conflicts of law laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkFlorida. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Circuit Court of the State of New York Dade County, Florida and the United States District Court for the Southern District of New York, whichever Agent may elect, Florida and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Guarantor and Agent or any Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Guarantor or any Borrower and Agent or any Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral collateral at any time granted by any Borrower or any Guarantor to Agent or any Lender or to otherwise enforce its or their rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY GUARANTOR AND AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, ANY GUARANTOR OR AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO ANY GUARANTOR AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Notwithstanding any provision contained herein, Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Loan Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this This Agreement and the other Financing Agreements (except as otherwise provided therein) rights and any dispute arising out obligations of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, hereto under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York but excluding any without giving effect to the rules or principles of conflicts conflict of law or other rule of law laws thereof to the extent that the same are not mandatorily applicable by statute and would cause the application of the law laws of any jurisdiction other than the laws of the State of New Yorkjurisdiction. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent and Lenders The parties hereto irrevocably consent and submit to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York County, New York and the United States District Court for of the Southern District of New York, whichever Agent the Agents may elect, and to the fullest extent permitted by law, waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, Credit Document and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent the Agents and Lenders shall have the Claimholders reserve the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Grantor or its or their property in the courts of any other jurisdiction which such Agent or Claimholder deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Grantor or its or their property). (c) Holdings, Each Grantor to the Parent Borrower and the other Loan Parties fullest extent permitted by law hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s the Agents' option, by service upon Holdings, the Parent Borrower and any other Loan Party Grantor in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CREDIT DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CREDIT DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent The Agents and Secured Parties Claimholders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Grantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Grantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless except to the extent it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, the applicable Agent and Claimholders that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreementmisconduct. Holdings, the Parent Borrower and each other Loan PartyEach Grantor: (i) certifies that neither Agent nor any Lender the Agents, the Claimholders nor any representative, agent or attorney acting for or on behalf of Agent the Agents or any Lender the Claimholders has represented, expressly or otherwise, that Agent or the Lenders Agents and the Claimholders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements Credit Documents and (ii) acknowledges that in entering into this Agreement and the other Financing AgreementsCredit Documents, Agent the Agents and the Lenders Claimholders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 8.7 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Joinder Agreement and the other Financing Agreements (except as otherwise expressly provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the The State of New York but excluding any (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) Holdings, the Parent Borrower, the other Loan Parties, law). Each Additional US Borrower and each Administrative Agent irrevocably consents and Lenders irrevocably consent and submit submits to the exclusive nonexclusive jurisdiction of the courts Supreme Court of the State of New York sitting in New York County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, whichever Agent the Administrative Agents may elect, and in addition, each Additional US Borrower irrevocably consents and submits to the nonexclusive jurisdiction of the Ontario Superior Court of Justice, in each case, whichever the Administrative Agents may elect and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Joinder Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Joinder Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Accounts Collateral Agent (with respect to the Accounts Collateral) and LC Facility Collateral Agent (with respect to the Non-Accounts Collateral) and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Credit Party or its or their property in the courts of any other jurisdiction which such Collateral Agent deems necessary or appropriate in order to realize on the applicable Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Credit Party or its or their property). (c) Holdings, the Parent . Each Additional US Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. US mails, or, at an Administrative Agent’s option, by service upon Holdings, the Parent such Additional US Borrower and any other Loan Party in any other manner provided under the rules of any such courts. . Within thirty (d30) HOLDINGSdays after such service, THE PARENT BORROWERAdditional US Borrowers shall appear in answer to such process, THE OTHER LOAN PARTIES, failing which such Additional US Borrower shall be deemed in default and judgment may be entered by Lender against such Additional US Borrower for the amount of the claim and other relief requested. EACH ADDITIONAL US BORROWER AND EACH ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS JOINDER AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, EACH ADDITIONAL US BORROWER AND EACH ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY CREDIT PARTY OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS JOINDER AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, that the losses were the result of acts or omissions constituting gross negligence, bad faith, willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Transaction Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. (b) HoldingsSeller, the Parent BorrowerServicer, the other Loan Parties, Agent and Lenders Purchaser irrevocably consent and submit to the non exclusive jurisdiction of the courts Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, York and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any any, of the other Financing Agreements Transaction Documents or in any many way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements Transaction Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders Purchaser shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Seller or Servicer or its or their property in the courts of any other jurisdiction which Agent Seller or Servicer deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Seller or Servicer or its or their property). (c) Holdings, the Parent Borrower Seller and the other Loan Parties Servicer hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentPurchaser’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Seller or Servicer in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Seller or Servicer shall appear in answer to such process, failing which Seller or Servicer shall be deemed in default and judgment may be entered by Purchaser against Seller or Servicer for the amount of the claim and other relief requested. (d) HOLDINGSSERVICER, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT SELLER AND LENDERS EACH PURCHASER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS TRANSACTION DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS TRANSACTION DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSSERVICER, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT SELLER AND LENDERS EACH PURCHASER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGSSERVICER, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER SELLER OR PURCHASER MAY FILE AN ORIGINAL COUNTERPART OF OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Purchaser shall not have any liability to Holdings, the Parent Borrower Seller or any other Loan Party Servicer (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower Seller or such other Loan Party Servicer in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesPurchaser, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Purchaser shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in terms of this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinAgreement.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York, except to the extent the provisions of the Bankruptcy Code are applicable and specifically conflict with the foregoing. (b) HoldingsBorrowers, the Parent Borrower, the other Loan PartiesGuarantors, Agent and Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Borrower or Guarantor or its or their property). (c) Holdings, the Parent Each Borrower and the other Loan Parties Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by U.S. certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after immediately upon receipt thereof by the same shall have been so deposited in the U.S. mailsapplicable Borrower or Guarantor, or, at Agent’s 's option, by service upon Holdings, the Parent any Borrower and any other Loan Party or Guarantor (or Administrative Borrower on behalf of such Borrower or Guarantor) in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Borrower or Guarantor shall appear in answer to such process, failing which such Borrower or Guarantor shall be deemed in default and judgment may be entered by Agent against such Borrower or Guarantor for the amount of the claim and other relief requested. (d) HOLDINGSBORROWERS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGSBORROWERS, THE PARENT BORROWER, THE OTHER LOAN PARTIESGUARANTORS, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE ANY BORROWER, THE OTHER LOAN PARTIESANY GUARANTOR, AGENT AND OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lenders shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent such Borrower or such other Loan Party Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or Agent and such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach Agent and Lenders shall be entitled to the benefit of its obligations under any Financing the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Holdings, the Parent Each Borrower and each other Loan PartyGuarantor: (i) certifies that neither Agent nor Agent, any Lender Lender, nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the and Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guaranty and any dispute arising out of the relationship between among any of the parties heretoGuarantors and the Administrative Agent, or any of the Lenders, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkEngland. (b) Holdings, Each of the Parent Borrower, the other Loan Parties, Agent Guarantors hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts of English Courts and the State Courts of New York State and the United States District Court for the Southern District of New York, whichever Agent may elect, York and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein in either jurisdiction arising under this Agreement Guaranty or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of any of Guarantors and the parties hereto Administrative Agent in respect of this Agreement Guaranty or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship among any of Guarantors or Borrower and the Administrative Agent or the conduct of any such matters persons in connection with this Guaranty, the other Loan Documents or otherwise shall be heard only in the courts described above (except that the Administrative Agent and Lenders shall have the right to bring any action or proceeding against Holdings, any of the Parent Borrower, any other Loan Party Guarantors or its or their property in the courts of any other jurisdiction which the Administrative Agent deems necessary or appropriate in order to realize on collateral or in order to enforce any security at any time granted by Borrower or any of the Collateral Guarantors to the Administrative Agent or to otherwise enforce its rights against Holdings, any of the Parent Borrower, any other Loan Party Guarantors or its or their property). (c) Holdings, Each of the Parent Borrower and the other Loan Parties Guarantors hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Administrative Agent’s 's option, by service upon Holdings, any of the Parent Borrower and any other Loan Party Guarantors in any other manner provided under the rules of any such courts. (d) HOLDINGSEACH GUARANTOR AND THE ADMINISTRATIVE AGENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF OR, UNDER OR IN CONNECTION WITH THIS AGREEMENT GUARANTY OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS TO ACCEPT THE TERMS OF THIS GUARANTY AND MAKE LOANS PURSUANT TO THE TERMS OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYCREDIT AGREEMENT. (e) Neither the Administrative Agent and Secured Parties nor any of the Lenders shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, the Administrative Agent and the Lenders that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under misconduct. In any Financing Agreement. Holdingssuch litigation, the Parent Borrower Administrative Agent and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Credit Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinLoan Documents.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties heretoany Guarantor and Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State Province of New York but excluding any Ontario and the federal laws of Canada applicable therein (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts Superior Court of the State of New York Justice (Ontario) and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto any Guarantor and Lender in respect of this Agreement Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between any Guarantor, Borrower and/or its affiliates, any Obligor and Lender or the conduct of any such matters persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by Borrower and/or its affiliates or a Guarantor to Lender or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. Canadian mails, or, at AgentLender’s option, by service upon Holdings, the Parent Borrower and any other Loan Party a Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, applicable Guarantor shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Lender against such Guarantor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO ANY GUARANTOR AND LENDER IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY GUARANTOR OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTORS AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party a Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or wilful misconduct. In any such litigation, bad faith, willful misconduct or material breach Xxxxxx shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of apply any jurisdiction other than the laws of the State of New Yorklaw). (b) HoldingsEach of the Borrowers, the Parent BorrowerGuarantors, the other Loan PartiesAgent, Agent Lenders and Lenders each Issuing Bank irrevocably consent consents and submit submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York, whichever Agent may elect, and waive waives any objection based on venue or forum non non-conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Obligor or its or their property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Obligor or its or their property). (c) Holdings, the Parent Each Obligor and Administrative Borrower and the other Loan Parties hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party Obligor in any other manner provided under the rules of any such courts. (d) HOLDINGSEACH OF THE BORROWERS, THE PARENT BORROWERGUARANTORS, THE OTHER LOAN PARTIESAGENT, AGENT LENDERS AND LENDERS EACH ISSUING BANK HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT EACH BORROWER, THE OTHER LOAN PARTIESGUARANTOR, AGENT AGENT, EACH LENDER AND LENDERS EACH ISSUING BANK HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE EACH BORROWER, THE OTHER LOAN PARTIESGUARANTOR, AGENT AGENT, EACH LENDER AND ANY LENDER EACH ISSUING BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and the other Secured Parties shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Obligor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Obligor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, Agent or such other Secured Party or Secured Parties, Parties that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreementmisconduct. Holdings, the Parent Borrower and each other Loan PartyEach Obligor: (i) certifies that neither Agent nor Agent, any Lender Lender, any Issuing Bank nor any representative, agent or attorney acting for or on behalf of Agent or Agent, any Lender or Issuing Bank has represented, expressly or otherwise, that Agent or the Agent, Lenders and Issuing Banks would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent Agent, Lenders and the Lenders each Issuing Bank are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 11.1 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) Guarantee and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York Florida but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkFlorida. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Guarantor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non-exclusive jurisdiction of the courts of State and Federal Courts located in the State of New York and the United States District Court for the Southern District of New YorkFlorida, whichever Agent may Lenders elect, and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement Guarantee or any of the other Financing Agreements Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto any Guarantor and Lenders in respect of this Agreement Guarantee or any of the other Financing Agreements Loan Documents or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders any Lender shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property in the courts of any other jurisdiction which Agent such Lender deems necessary or appropriate in order to realize on the Collateral collateral at any time granted by Borrower or any Guarantor to Lenders or to otherwise enforce its their rights against Holdings, the Parent Borrower, any other Loan Party Guarantor or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties Each Guarantor hereby waive waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein in the Credit Agreement and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Lenders’ option, by service upon Holdings, the Parent Borrower and any other Loan Party Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, any Guarantor so served shall appear in answer to such process, failing which such Guarantor shall be deemed in default and judgment may be entered by Agent against the Guarantors for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE PARTIES HERETO GUARANTORS AND LENDERS IN RESPECT OF THIS AGREEMENT GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT ANY GUARANTOR OR SECURED PARTY AND ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO GUARANTORS AND LENDERS TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Any Lender shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party any Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this AgreementGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Lender that the losses were the result of acts or omissions constituting gross negligencenegligence or willful misconduct. In any such litigation, bad faith, willful misconduct or material breach each Lender shall be entitled to the benefit of its obligations under any Financing Agreement. Holdings, the Parent Borrower rebuttable presumption that it acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by it of the waivers provided for in terms of this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement Guarantee and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinLoan Documents.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties heretoPledgor and Pledgee, whether in contract, tort, equityand equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any TDelawareexas (without giving effect to principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New Yorklaw). (b) HoldingsThis Agreement is performable in Dallas County, the Parent Borrower, the other Loan Parties, Agent Texas. Pledgor hereby irrevocably consents and Lenders irrevocably consent and submit submits to the non- exclusive jurisdiction of the courts of Dallas County in the State of New York and Texas or, if it has or can acquire jurisdiction in the United States U.S. District Court for the Southern Northern District of New York, whichever Agent may elect, Texas and waive waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto Pledgor and Pledgee in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, arising and whether in contract, tort, equity or otherwise, and agree agrees that any dispute with respect to arising out of the relationship between Pledgor or Borrower and Pledgee or the conduct of any such matters persons in connection with this Agreement, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders Pledgee shall have the right to bring any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Pledgor or its or their his property in the courts of any other jurisdiction which Agent Pledgee deems necessary or appropriate in order to realize on the Collateral any collateral at any time granted by Borrower or Pledgor to Pledgee or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party Pledgor or its or their his property). (c) Holdings, the Parent Borrower and the other Loan Parties Pledgor hereby waive waives personal service of any and all process upon it Pledgor and consents that all such service of process may be made by certified mail (return receipt requested) directed to its his address set forth herein on the signature page hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s Pledgee's option, by service upon Holdings, the Parent Borrower and any other Loan Party Pledgor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Pledgor shall appear in answer to such process, failing which Pledgor shall be deemed in default and judgment may be entered by Pledgee against Pledgor for the amount of the claim and other relief requested. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO PLEDGOR AND PLEDGEE IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT AND LENDERS EACH PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY LENDER PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES PLEDGOR AND PLEDGEE HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Agent and Secured Parties Pledgee shall not have any liability to Holdings, the Parent Borrower or any other Loan Party Pledgor (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent Borrower or such other Loan Party Pledgor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured Parties, Pledgee that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach on the part of the Pledgee and/or any of its obligations under officers, directors, attorneys or agents. In any Financing Agreement. Holdingssuch litigation, Pledgee shall be entitled to the Parent Borrower benefit of the rebuttable presumption that they acted in good faith and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf with the exercise of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, ordinary care in the event of litigation, seek to enforce any performance by them of the waivers provided for in this Agreement or any terms of the other Financing Agreements and (ii) acknowledges that in entering into this Purchase Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinNotes.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New YorkCalifornia applicable to contracts made and performed in such State. (b) Holdings, the Parent Borrower, the other Loan Parties, Agent Each Borrower and Lenders Lender irrevocably consent and submit to the non-exclusive jurisdiction of the state and federal courts of the State of New York and the United States District Court for the Southern District of New Yorklocated in Los Angeles County, whichever Agent may electCalifornia, and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Agent and Lenders nothing herein shall have the right to bring preclude Lender from bringing any action or proceeding against Holdings, the Parent Borrower, any other Loan Party Borrower or its or their property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Holdings, the Parent Borrower, any other Loan Party such Borrower or its or their property). (c) Holdings, the Parent Borrower and the other Loan Parties hereby waive personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Holdings, the Parent Borrower and any other Loan Party in any other manner provided under the rules of any such courts. (d) HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT EACH BORROWER AND LENDERS LENDER EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. HOLDINGS, THE PARENT BORROWER, THE OTHER LOAN PARTIES, AGENT EACH BORROWER AND LENDERS LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES, AGENT AND ANY SUCH BORROWER OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (ed) Agent and Secured Parties Lender shall not have any liability to Holdings, the Parent any Borrower or any other Loan Party (whether in tort, contract, equity or otherwise) for losses suffered by Holdings, the Parent any Borrower or such other Loan Party in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order of competent jurisdiction binding on Agent, or such Secured Party or Secured PartiesLender, that the losses were the result of acts or omissions constituting gross negligence, bad faith, negligence or willful misconduct or material breach of its obligations under any Financing Agreement. Holdings, the Parent Borrower and each other Loan Party: (i) certifies that neither Agent nor any Lender nor any representative, agent or attorney acting for or on behalf of Agent or any Lender has represented, expressly or otherwise, that Agent or the Lenders would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement or any of the other Financing Agreements and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Agent and the Lenders are relying upon, among other things, the waivers and certifications set forth in this Section 12.1 and elsewhere herein and thereinLender.