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

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower, the Agents, the Issuing Bank and the Lenders hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . The Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; . Nothing in this Agreement (ivother than Section 8.09) consents shall affect any right that any such Lender or any Issuing Bank may otherwise have to bring any action or proceeding may be brought relating to this Agreement or the other Loan Documents against the Borrower or any Loan Party or their properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District sitting in New York County, Borough of New York, Manhattan and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”) in any action or proceeding arising out of or relating to this AgreementAgreement or the other Credit Documents (other than as expressly set forth in other Credit Documents), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Credit Documents in such the courts and waives of any objection jurisdiction, except that each of the Credit Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialCredit Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Credit Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District sitting in New York City, Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to the nonexclusive exclusive general jurisdiction of any the Supreme Court of the State of New York State court in for the County of New York County or federal court of (the “New York Supreme Court”), and the United States of America District Court for the Southern District of New YorkYork (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and any appellate court courts from any thereof, in any action or proceeding arising out either of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) them and 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, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may brought solely in such New York Courts; provided that nothing in this agreement shall be enforced in deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other jurisdictions by suit on the judgment or legal action in any other manner provided by law; jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent, (ivii) consents that any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any person, or decline (or, in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such courts and waives party or any objection it may now of its subsidiaries or hereafter have affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 5.14 would otherwise require to the laying of venue of any such be asserted in a legal action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (va New York Court) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesproceeding.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State state court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State state court or, to the extent permitted by law, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 7.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents (other than the Mortgages), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or any other Loan Documents to which it is a party, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State state court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Credit Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 state or, to the extent permitted by law, in such federal court; (iii) provided that suit for the recognition or enforcement of any judgment obtained in any such New York state or federal court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect any right that the right of any such party to serve process in any other manner permitted by law); and (vi) waivesAdministrative Agent, to the maximum extent not prohibited by lawCollateral Agent, any right it Issuing Bank or any Lender may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Credit Documents against the Borrower or its properties in the courts of any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America District Court for the Southern District of New YorkYork sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, Federal (to the extent permitted by law, federal ) or New York State court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement or in any other Loan Document shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and any objection it may now or hereafter have agreed by the parties hereto that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding have contacts with the State of New York than any special, exemplary, punitive or consequential damagesother jurisdiction).

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement in such the courts and waives of any objection jurisdiction, except that Holdings agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Guaranteed Parties who would be affected by any such action or proceeding was brought in an inconvenient courthave more contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against Holdings in any specialother court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude Holdings from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents (other than with respect to actions in respect of rights under any Security Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in parties hereto agree that the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect Agents and Lenders retain the right of any such party to serve process in any other manner permitted by lawlaw and to bring proceedings against any Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Documents or the enforcement of any judgment. Each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction); , and (vib) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement 8.2 (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District sitting in New York City, Borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any Loan Party or their properties in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby (a) Mortgagor irrevocably and unconditionally (i) submitsagrees that it will not commence any action, for itself and its property, to the nonexclusive jurisdiction litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Mortgagee, any Secured Party, or any Affiliate of the foregoing, in any way relating to this Mortgage, any other Credit Agreement Document, any Other First Lien Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York State court sitting in New York County or federal court County, and of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out and each of or relating the parties hereto irrevocably and unconditionally submits to this Agreement, or for recognition or enforcement the jurisdiction of any judgment arising out of or relating to this Agreement; (ii) such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action action, litigation 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; (iv) consents . Nothing in this Mortgage or in any other Credit Agreement Document or any Other First Lien Agreement shall affect any right that Mortgagee or any such Secured Party may otherwise have to bring any action or proceeding may be brought relating to this Mortgage, any other Credit Agreement Document or any Other First Lien Agreement against Mortgagor or its properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagesset-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, "New York Courts"), in any action or proceeding arising out of or relating to this AgreementAmendment or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Amendment shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Amendment or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of (a) The Parent, the parties hereto Borrower and each Lender Party hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such federal court; (iii) . Each of the Parent and the Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Parent or the Borrower, as the case may be, at the address specified therefor on Schedule 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it that any Lender Party may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Loan Documents against any specialLoan Party or its properties in the courts of any jurisdiction in which the Parent, exemplary, punitive the Borrower or consequential damagesany of their properties is located.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors and the Additional First-Lien Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of America, sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any other Additional First-Lien Document, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to the Grantors and the Additional First-Lien Secured Parties, by their acceptance of the benefits of this Agreement; (ii) Agreement 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, federal in such Federal court; (iii) . Each of the Grantors and the Additional First-Lien Secured Parties, by their acceptance of the benefits of this Agreement 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; (iv) consents . Nothing in this Agreement or any other Additional First-Lien Document shall affect any right that the Collateral Agent or any such other Additional First-Lien Secured Party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any other Additional First-Lien Document against any Grantor or its properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States sitting in New York City in the borough of America for the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement (including Article X) or the other Loan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagesset-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Mortgagor hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court sitting in New York County or federal court City and of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementMortgage or any other Secured Credit Document, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . The Mortgagor 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; (iv) consents . Nothing in this Mortgage or any other Secured Credit Document shall affect any right that the Mortgagee, any such L/C Issuer, any Lender, any Hedge Bank or any Cash Management Bank may otherwise have to bring any action or proceeding may be brought relating to this Mortgage or any other Secured Credit Document against the Mortgagor in such the courts and waives of any objection it may now or hereafter have jurisdiction, including but not limited to the laying courts of venue of any such action or proceeding the State in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim which the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesMortgaged Property is located.

Jurisdiction; Consent to Service of Process. v) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, New York County and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagesset-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors and the Secured Parties (and, to the extent provided by Section 6.01, the Existing Senior Note Holders), by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of America, sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any other Loan Document, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to the Loan Parties and the Secured Parties, by their acceptance of the benefits of this Agreement; (ii) Agreement 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, federal in such Federal court; . Each of the Loan Parties and the Secured Parties (iii) and, to the extent provided in Section 6.01, the Existing Senior Note Holders), by their acceptance of the benefits of this Agreement 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; (iv) consents . Nothing in this Agreement or any other Loan Document shall affect any right that the First-Lien Collateral Agent, the Administrative Agent, any such Issuing Bank or any First-Lien Lender may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any other Loan Document against any Grantor or its properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby 164 irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably All claims, actions and unconditionally proceedings (iwhether in contract, tort or statute) submitsbased upon, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement and/or the other Transaction Documents or the negotiation, execution or for recognition performance of this Agreement and/or the other Transaction Documents (including any claim or enforcement cause of any judgment action based upon, arising out of or relating related to any representation or warranty made in or in connection with this Agreement; Agreement and/or the other Transaction Documents or as an inducement to enter into this Agreement and/or the Transaction Documents) shall be heard and determined in any state or federal court sitting in the Court of Chancery of the State of Delaware (iior, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) agrees that all claims in respect any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding, and any judgment of such courts may be heard enforced in any other jurisdictions by suit on the judgment or by any other manner provided by Law. The consents to jurisdiction set forth in this Section 8.5 shall not constitute general consents to service of process in the State of Delaware and determined shall have no effect for any purpose except as provided in such New York State or, this Section 8.5 and shall not be deemed to confer rights on any Person other than the extent permitted by law, federal court; (iii) agrees parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesapplicable Law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAmendment or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Amendment shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Amendment or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto The Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Administrative Agent, the Arrangers, or any such Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not . Each party to plead or claim the same; (v) this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing 9.01. Nothing in this Agreement shall will affect the right of any such party to this Agreement to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.. 56

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any Loan Party or their properties in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 172 QDI – A&R Credit Agreement (2014) permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement will affect any right that the Security Agent or any such Secured Party may otherwise have to bring any action or proceeding may be brought relating to this Agreement against any Grantor, or its properties, in such the courts and waives of any objection jurisdiction; except that each of the Grantors agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Secured Parties who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of |EU-DOCS\33068515.6|| New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialGrantor in any other court, exemplaryit will not assert any cross‑claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Grantor from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County state or federal court of the United States of America for sitting in the Southern District City and County of New York, York and any appellate court from any appeal thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the Proposed Transaction contemplated hereby, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, state or federal court; (iii) . Each of the parties 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; (iv) consents that . Notwithstanding the foregoing, such court may render in addition to compensatory damages any such action or proceeding and all further relief in law and/or equity, including injunctive relief as provided above. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement or the Proposed Transaction contemplated hereby in any New York state or federal court located in the City and County of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties 164 hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim have contacts with the same; (v) consents to service State of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in New York than any other manner permitted by law); jurisdiction) and (vib) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAmendment, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Amendment shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Amendment in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America District Court for the Southern District of New YorkYork sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, Federal (to the extent permitted by law, federal ) or New York State court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement or in any other Loan Document will affect any right that the Administrative Agent, the Collateral Agent, any such Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor, or its properties, in the courts of any jurisdiction. (2) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in . Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages7.15.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Collateral Agent or any such Secured Party may otherwise have to bring any action or proceeding may be brought relating to this Agreement in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts of any jurisdiction, except that each of Holdings and waives any objection the Borrower agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave more contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.damages 56

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. federal or New York State court sitting in New York County or federal court the Borough of the United States of America for the Southern District of Manhattan, New York, and any appellate court from any thereof, New York in any action or proceeding arising out of or relating to this AgreementIndenture or the other Notes Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Indenture shall affect any right that the parties hereto may otherwise have to bring any such action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction. 109 (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Indenture in any court referred to in paragraph (a) of this Section 13.17. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. liv. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of America, sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it that the Collateral Agent, the Administrative Agent or any Lender may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Loan Documents against any special, exemplary, punitive Grantor or consequential damagesits properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in 167 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; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Guarantor hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Administrative Agent or any such other Guaranteed Party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or the other Loan Documents against any Guarantor or its properties in such the courts and waives of any objection jurisdiction, except that each of the Guarantors agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialGuarantor in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Guarantor from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New YorkOntario court, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal Ontario court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents consents, to the fullest extent permitted by Applicable Law, to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Borrower hereby irrevocably and unconditionally (i) submits, for itself and its propertyProperty, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New York County, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementCredit Agreement or the Loan Documents, or for recognition or enforcement of any judgment arising out order or judgment, and each of or relating to this Agreement; (ii) 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 orcourt, or to the extent permitted by law, federal court; (iii) in such Federal court in New York County, New York. Each party to this Credit Agreement irrevocably consents to the service of process out of any New York State court or Federal court of the United States of America sitting in New York County, New York in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address referred to in Section 10.2. The Borrower 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; (iv) consents . Nothing in this Credit Agreement shall affect any right that the Agent or any such Bank may otherwise have to bring any action or proceeding may be brought relating to this Credit Agreement or the Loan Documents against the Borrower or any Subsidiary of the Borrower or its respective Properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Administrative Agent or any such Secured Party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors and the Secured Parties (and, to the extent provided by Section 6.01, the Existing Senior Note Holders), by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of America, sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any other Loan Document, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to the Loan Parties and the Secured Parties, by their acceptance of the benefits of this Agreement; (ii) Agreement 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, federal in such Federal court; . Each of the Loan Parties and the Secured Parties (iii) and, to the extent provided in Section 6.01, the Existing Senior Note Holders), by their acceptance of the benefits of this Agreement 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; (iv) consents . Nothing in this Agreement or any other Loan Document shall affect any right that the Second-Lien Collateral Agent, the Administrative Agent or any such Second-Lien Lender may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any other Loan Document against any Grantor or its properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesjurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City, the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each All actions and proceedings arising out of the parties hereto hereby irrevocably or relating to this Agreement shall be heard and unconditionally determined in (i) submitsthe Supreme Court of the State of New York, for itself and its property, to the nonexclusive jurisdiction of any New York State court County, located in the Borough of Manhattan in the City of New York County York, or federal court of (ii) the United States of America District Court for the Southern District of New York, and any appellate court from any thereofas applicable. In addition, each of the parties hereto hereby irrevocably (A) submits to the jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding arising out and irrevocably waives the defense of or relating an inconvenient forum to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect the maintenance of any such action or proceeding may be heard proceeding, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it will not bring any action relating to this Agreement in any court other than such courts specified in clauses (i) and determined (ii) above and (D) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT. The consents to jurisdiction set forth in such this paragraph shall not constitute general consents to service of process in the State of New York State orYork. The parties hereto agree that service of process by certified mail, return receipt requested, to the extent permitted by law, federal court; (iii) agrees address for notices set out in Section 6.5 shall be sufficient to satisfy all legal requirements for service of process. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesapplicable Law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Transaction Documents governed by the laws of the State of New York, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Secured Party may otherwise have to bring any such action or proceeding relating to this Agreement or the other Transaction Documents against any Guarantor or Grantor or their respective properties in the courts of any jurisdiction. (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement or the other Transaction Documents in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process located in the manner provided for notices City of New York, Borough of Manhattan, or of the United States of America sitting in Section 9.2 the Southern District of this Agreement (provided that, nothing in this Agreement shall affect New York. Each of the right of any such party to serve process in any other manner permitted by law); and (vi) parties hereto hereby irrevocably waives, to the maximum fullest extent not prohibited permitted by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.,

Jurisdiction; Consent to Service of Process. Each of the parties ------------------------------------------- hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in -------- ---- this Agreement Indenture shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any other Loan Documents to which it is a party, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave more contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably All claims, actions and unconditionally proceedings (iwhether in contract or tort) submitsbased upon, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement and/or the other Transaction Documents or the negotiation, execution or for recognition performance of this Agreement and/or the other Transaction Documents (including any claim or enforcement cause of any judgment action based upon, arising out of or relating related to any representation or warranty made in or in connection with this Agreement; Agreement and/or the other Transaction Documents) shall be heard and determined in any state or federal court sitting in the Court of Chancery of the State of Delaware (iior, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and the parties hereto 41 hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) agrees that all claims in respect any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding, and any judgment of such courts may be heard and determined enforced in such New York State or, to any other jurisdictions by suit on the extent permitted judgment or by any other manner provided by law, federal court; (iii) agrees . The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.5 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesapplicable Law.

Jurisdiction; Consent to Service of Process. Each of the ------------------------------------------- parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) 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, federal court; (iii) 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement -------- ---- Indenture shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any other Loan Documents to which it is a party, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Parent and the Borrower and each Lender Party hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such federal court; (iii) . Each of the Parent and the Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Parent or the Borrower, as the case may be, at the address specified therefor on Schedule 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it that any Lender Party may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Loan Documents against any special, exemplary, punitive Loan Party or consequential damagesits properties in the courts of any jurisdiction in which the Borrower or any of its properties is located.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; . Subject to the foregoing and to paragraph (ivb) consents below, nothing in this Agreement shall affect any right that any such party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not . (c) Each party to plead or claim the same; (v) this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing 9.01. Nothing in this Agreement shall will affect the right of any such party to this Agreement to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages. SECTION 9.14.

Jurisdiction; Consent to Service of Process. (1) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other 168 jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits, for itself and its property (and, in the case of the Company, its Restricted Subsidiaries and their property, ) to the nonexclusive exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have, or abstains from jurisdiction, any New York State court in New York County or federal the Federal court of the United States of America for the Southern District of New York, in each case located in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Credit Documents, or for recognition or enforcement of any judgment arising out (except to the extent the Collateral Agent requires submission to any other jurisdiction in connection with the exercise of any rights under any Security Document or relating to this Agreement; (ii) the enforcement of any judgment), and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such Bankruptcy Court and, if the Bankruptcy Court does not have, or abstains from jurisdiction, such New York State or, to the extent permitted by law, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement or any other Credit Document shall affect any right that the Co-Administrative Agents, the Collateral Agent, or any such DIP Creditor may otherwise have to bring any action or proceeding may be brought relating to this Agreement or the other Credit Documents against the Credit Parties or their properties in such the courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.jurisdiction. 123

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Subsidiary Guarantor hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Administrative Agent or any such Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) The Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not . (c) Each party to plead or claim the same; (v) this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing 9. Nothing in this Agreement shall will affect the right of any such party to this Agreement to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages. SECTION 14.

Jurisdiction; Consent to Service of Process. Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i1) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii2) 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, federal Federal court; (iii3) 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; (iv4) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v5) consents to service of process in the manner provided for notices in Section 9.2 10.02 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi6) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. Each of the parties hereto Grantor hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the Note, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Secured Parties may otherwise have to bring any such action or proceeding relating to this Agreement, the Note or the other Transaction Documents against Grantor or its properties in the courts of any jurisdiction. Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Agreement, the Note or the other Transaction Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not . Each party to plead or claim the same; (v) this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing 7.1. Nothing in this Agreement shall will affect the right of any such party to serve this Agreement to process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Company hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court sitting in New York County or federal court and of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAmendment, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Amendment shall affect any right that the Administrative Agent or any such Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Amendment against the Company or its properties in the courts of any jurisdiction. 4 Amendment No. 19 to Credit Agreement (b) The Company hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Amendment in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not . 5 Amendment No. 19 to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.Credit Agreement

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, New York County and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District sitting in New York City, Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be 130 heard and determined in such New York State or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting, in each case federal or state, in New York City in the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement or any other Loan Document shall affect any right that the Agent or any such Secured Party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Pledgors agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the Pledgors that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialPledgor in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Pledgor from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Account Party and the Limited Recourse Guarantor hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court located in New York County City, Borough of Manhattan, or federal Federal court of the United States of America for sitting in the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the other Loan Documents (other than with respect to any action or proceeding by the Issuing Bank or the Deposit Bank in respect of their respective rights under any Loan Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that the Issuing Bank or the Deposit Bank may otherwise have to bring any such action or proceeding relating to this Agreement or the other Loan Documents against the Account Party or the Limited Recourse Guarantor or property of the Account Party in the courts of any jurisdiction. (b) Each of the Account Party and the Limited Recourse Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.47

Jurisdiction; Consent to Service of Process. Each (a) During the pendency of the parties hereto Cases, each party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New YorkBankruptcy Court, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, during the pendency of the Cases, all claims in respect of any such action or proceeding may be heard and determined in such Bankruptcy Court. Following the close of the Cases, the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement; (ii) Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any special, exemplary, punitive or consequential damagesjurisdiction following the close of the Cases.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Company hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court sitting in New York County or federal court and of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAmendment, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Amendment shall affect any right that the Administrative Agent or any such Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Amendment against the Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives 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 Amendment in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAmendment or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Amendment shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Amendment or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (i) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vii) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each (a) All actions and proceedings arising out of the parties hereto hereby irrevocably or relating to this Agreement shall be heard and unconditionally determined in (i) submitsthe Supreme Court of the State of New York, for itself and its property, to the nonexclusive jurisdiction of any New York State court County, located in the Borough of Manhattan in the City of New York County York, or federal court of (ii) the United States of America District Court for the Southern District of New York, and any appellate court from any thereofas applicable. In addition, each of the parties hereto hereby irrevocably (A) submits to the jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding arising out and irrevocably waives the defense of or relating an inconvenient forum to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect the maintenance of any such action or proceeding may be heard proceeding, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it will not bring any action relating to this Agreement or the Transactions in any court other than such courts specified in clauses (i) and determined (ii) above and (D) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or the Transactions. The consents to jurisdiction set forth in such this paragraph shall not constitute general consents to service of process in the State of New York State orYork. The parties hereto agree that service of process by certified mail, return receipt requested, to the extent permitted by law, federal court; (iii) agrees address for notices set out in Section 10.01 shall be sufficient to satisfy all legal requirements for service of process. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damagesapplicable Law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that Borrower agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that such action or proceeding was brought in an inconvenient courtthe Lender has contacts with the State of New York), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against the Borrower in any specialother court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude the Borrower from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for sitting in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any other Securities Documents to which it is a party, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Securities Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialSecurities Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Securities Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 146 permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Each (a) The Issuer agrees that it shall bring any legal action or proceeding against any other party arising out of or relating to this Agreement or the other Note Documents or the transactions contemplated hereby or thereby in a New York State court or Federal court of the parties hereto United States of America sitting in New York City. The Issuer hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of, and each other party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of of, any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Note Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it that the Paying Agent, the Collateral Agent or any Purchaser may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Note Documents against the Issuer or its properties in the courts of any special, exemplary, punitive or consequential damagesother jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork County, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition 140 or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America District Court for the Southern District of New YorkYork sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the Indenture, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Collateral Agent or any of its Related Parties may only) be heard and determined in such New York State or, Federal (to the extent permitted by law, federal ) or New York State court; (iii) . Each of the parties hereto further irrevocably consents to service of process in the manner provided for notices in Section 14.02 of the Indenture. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect any right that the right of any such party to serve process in Collateral Agent or any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it Notes Secured Party may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the Indenture against any specialPledgor, exemplaryor its properties, punitive or consequential damagesin the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (a) The Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court located in New York County City, Borough of Manhattan, or federal Federal court of the United States of America for sitting in the Southern District of New York, located in New York City, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding (whether in contract, tort or otherwise and whether at law or in equity) arising out of or relating to this AgreementAgreement or the other Loan Documents (other than with respect to any action or proceeding by the Administrative Agent, the Collateral Agent, the Borrower or any other Loan Party in respect of rights under any Security Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it that the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks or any Lender may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any special, exemplary, punitive or consequential damages.jurisdiction. 178

Jurisdiction; Consent to Service of Process. . v) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this AgreementAgreement or any other Loan Document to which it is a party, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement or any other Loan Document shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any other Loan Document in such the courts and waives of any objection jurisdiction, except that each of the Pledgors agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Secured Parties who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialPledgor in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Pledgor from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereofthereof (collectively, "New York Courts"), in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents . Nothing in this Agreement shall affect any right that any such party may otherwise have to bring any action or proceeding may be brought relating to this Agreement or any of the other Loan Documents in such the courts and waives of any objection jurisdiction, except that each of the Loan Parties agrees that (a) it may now or hereafter have to the laying of venue of will not bring any such action or proceeding in any such court other than New York Courts (it being acknowledged and agreed by the parties hereto that any objection it may now or hereafter have other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding was brought in an inconvenient courthave contacts with the State of New York than any other jurisdiction), and agrees not to plead or claim the same; (vb) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding brought against any specialLoan Party in any other court, exemplaryit will not assert any cross-claim, punitive counterclaim or consequential damagessetoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction; Consent to Service of Process. Judgment ----------------------------------------------------- Currency. (a) Each of the parties hereto Borrower, the Lenders, the Agent and the Issuing Bank -------- hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal Federal court of the United States of America for the Southern District of sitting in New YorkYork City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment arising out judgment, and each of or relating to this Agreement; (ii) 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 court or, to the extent permitted by law, federal in such Federal court; (iii) . Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing . Nothing in this Agreement shall affect any right that the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by lawAgent, any right it Issuing Bank, or any Lender may otherwise have to claim or recover in bring any such action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any special, exemplary, punitive or consequential damagesjurisdiction.