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

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding Bank hereby expressly accepts the jurisdiction of any kind State or descriptionFederal court in the Borough of Manhattan, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State The City of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action arising out of or proceeding based upon this Agreement which may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment instituted in any such actioncourt by any Underwriter; provided, litigation however, that such acceptance of jurisdiction shall not extend to actions brought under United States Federal securities laws or proceeding shall be conclusive and any state securities laws. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be enforced in other jurisdictions instituted by suit on the judgment or any Underwriter in any other manner provided by law. Nothing competent court of the jurisdiction in this Agreement or in any other Loan Document shall affect any right that which the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or has its properties in the courts of any jurisdictionseat. (b) Each The Bank hereby appoints the Ambassador of the parties hereto hereby irrevocably and unconditionally waives, European Union to the fullest extent it may legally and effectively do soUnited States, any objection which it may now or hereafter have with address at Delegation of the European Union to the laying United States, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Xxxxxx Xxxxxx of venue of America, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or relating to based upon this Agreement or the other Loan Documents which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York State by any Underwriter; provided, however, that such appointment shall not extend to actions brought under United States Federal securities laws or federal courtany state securities laws. Each Such appointment, which has been accepted, shall be irrevocable so long as any of the parties hereto hereby irrevocably waivesSecurities remain outstanding unless and until the appointment of a successor Authorized Agent of the Bank and the acceptance of such appointment by such successor Authorized Agent. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 18(b), as such address may be changed within the United States by notice given by the Authorized Agent to each party hereto, and written notice of such service to the fullest Bank (mailed by registered airmail or delivered in person to the President of the Bank at its address specified in Section 16) shall be deemed, in every respect, effective service of process upon the Bank. (c) The Bank hereby waives (to the extent permitted by law, the defense of an inconvenient forum including, without limitation, EU law applicable to the maintenance Bank) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of such action or proceeding based upon this Agreement which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by any Underwriter; provided, however, that this waiver shall not extend to actions brought under United States Federal securities laws or any state securities laws. This waiver is intended to be effective upon the execution of this Agreement without any further act by the Bank before any such court. (c) Each party to , and introduction of a true copy of this Agreement irrevocably consents into evidence shall be conclusive and final evidence of such waiver. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to service attachment or to seizure by way of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by lawexecution.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Borrower, the Agents, the Issuing Bank and each other Loan Party the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. 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, litigation 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 or in any (other Loan Document than Section 8.09) shall affect any right that the Administrative Agent, any Lender or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Agents, the Issuing Banks and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding Bank hereby expressly accepts the jurisdiction of any kind State or descriptionFederal court in the Borough of Manhattan, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State The City of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action arising out of or proceeding based upon this Agreement which may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment instituted in any such actioncourt by any Underwriter; provided, litigation however, that such acceptance of jurisdiction shall not extend to actions brought under United States Federal securities laws or proceeding shall be conclusive and any state securities laws. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be enforced in other jurisdictions instituted by suit on the judgment or any Underwriter in any other manner provided by law. Nothing competent court of the jurisdiction in this Agreement or in any other Loan Document shall affect any right that which the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or has its properties in the courts of any jurisdictionseat. (b) Each The Bank hereby appoints the Ambassador of the parties hereto hereby irrevocably and unconditionally waives, European Union to the fullest extent it may legally and effectively do soUnited States, any objection which it may now or hereafter have with address at Delegation of the European Union to the laying of venue of United States, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Xxxxxx Xxxxxx xx Xxxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or relating to based upon this Agreement or the other Loan Documents which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York State by any Underwriter; provided, however, that such appointment shall not extend to actions brought under United States Federal securities laws or federal courtany state securities laws. Each Such appointment, which has been accepted, shall be irrevocable so long as any of the parties hereto hereby irrevocably waivesSecurities remain outstanding unless and until the appointment of a successor Authorized Agent of the Bank and the acceptance of such appointment by such successor Authorized Agent. The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 18(b), as such address may be changed within the United States by notice given by the Authorized Agent to each party hereto, and written notice of such service to the fullest Bank (mailed by registered airmail or delivered in person to the President of the Bank at its address specified in Section 16) shall be deemed, in every respect, effective service of process upon the Bank. (c) The Bank hereby waives (to the extent permitted by law, the defense of an inconvenient forum including, without limitation, EU law applicable to the maintenance Bank) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of such action or proceeding based upon this Agreement which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by any Underwriter; provided, however, that this waiver shall not extend to actions brought under United States Federal securities laws or any state securities laws. This waiver is intended to be effective upon the execution of this Agreement without any further act by the Bank before any such court. (c) Each party to , and introduction of a true copy of this Agreement irrevocably consents into evidence shall be conclusive and final evidence of such waiver. Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to service attachment or to seizure by way of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by lawexecution.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Subsidiary Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any LenderSecured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or any other Loan Document Guaranty or the transactions relating hereto or theretohereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document Guaranty shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Guaranty against any other Loan Document against the Borrower or any other Loan Party Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents Guaranty 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. (c) Each party to this Agreement Guaranty irrevocably consents to service of process in the manner provided for notices in Section 9.015(d). Nothing in this Agreement Guaranty will affect the right of any party to this Agreement or any other Loan Document Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that any Lender, the Administrative Agent, Agent or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to of the parties hereto agrees that service of all process in the manner any such proceeding in any such court may be made by registered or certified mail, return receipt requested at its address provided for notices in Section 9.01. Nothing 9.01 agrees that service as so provided in this Agreement will affect is sufficient to confer personal jurisdiction over the applicable credit party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and agrees that agents and lenders retain the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by lawlaw or to bring proceedings against any credit party in the courts of any other jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Arranger or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York, sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) of this Section 9.15. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, Borough of Manhattan and of the United States District Court of 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 any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) of this Section 16. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each of Intermediate Holdings, the Borrower and each other Loan Party Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or descriptionFederal court of the United States of America sitting in New York City and New York County, whether and any appellate court from any thereof, in law any proceeding, claim, controversy, dispute or equity, cause of action (whether in contract or in tort or otherwise) based upon, against the Administrative Agent, the Collateral Agent, any Lender, arising out of or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or (except, as to any other Loan Document, as expressly set forth therein) and the transactions relating hereto contemplated hereby and thereby, or thereto, in for recognition or enforcement of any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrower, Intermediate Holdings, any Guarantor or any other Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of Intermediate Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Parties and each other Loan Party the Administrative Agent hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto (including, for the avoidance of doubt, the Administrative Agent) agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower any Guarantor or any other Loan Party Grantor or its respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Parties and the Administrative Agent hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto (including, for the avoidance of doubt, the Administrative Agent) 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. (c) Each party to this Agreement (including, for the avoidance of doubt, the Administrative Agent) irrevocably consents to service of process in the manner provided for notices in Section 9.016.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party to this Agreement hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, other party or any Affiliate of the foregoing affiliate thereof, in any way relating to this Agreement, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in Agreement, any other Loan Credit Agreement Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, any other Credit Agreement Document or the other Loan Documents any Other First Lien Agreement in any New York State or federal courtcourt sitting in New York County and any appellate court from any thereof. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement, any other Credit Agreement Document or any Other First Lien Agreement will affect the right of any party to this Agreement, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the Pledgors hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, exclusive jurisdiction and venue of the United States District Court of for the Southern District of New YorkYork for any and all actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby (other than any claim against the UST for monetary damages in excess of $10,000, for which each party hereto agrees to submit to the exclusive jurisdiction and any appellate court from any thereofvenue of the United States Court of Federal Claims), and each of the parties hereto Pledgors hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 courtUnited States District Court. Each of the parties hereto Pledgors agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party Pledgor or its respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any the United States District Court for the Southern District of New York State or federal courtYork. Each of the parties Pledgor 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. (c) Each party to this Agreement Pledgor irrevocably consents to service of process in the manner provided for notices in Section 9.0118. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the Foreign Guarantors hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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 any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Credit Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank each other Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Credit Document against either of the Borrower Foreign Borrowers or any other Loan Party Foreign Guarantors or its any of their properties in the courts of any jurisdiction. (b) Each of the parties hereto Foreign Guarantors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Credit Document in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement Foreign Guarantor irrevocably consents to service of process in the manner provided for notices in Section 9.0110.03 of the Credit Agreement. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement or any other Loan Document Secured Party to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Guaranteed Party, the Collateral Agent, any LenderIssuing Bank, or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York Countythe Borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Guaranteed Party or the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower any Guarantor or any other Loan Party or its such Person’s properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the any other Loan Documents Document in any New York State or federal courtcourt referred to in clause (a) of Section 18 of this Agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement hereto irrevocably consents to service of process in at the manner address provided for notices in Section 9.0114. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document hereto to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of PPL, Finance Co. and each other Loan Party Resources hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing the Fronting Bank or any Lender Bank may otherwise have to bring any action or proceeding relating to this Agreement or against any other Loan Document against the Borrower or any other Loan Party of PPL, Finance Co., Resources or its properties in the courts of any jurisdiction. (b) Each of the parties hereto PPL, Finance Co. and Resources hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0110.7. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and Each of the Borrower, each other Loan Party Party, the Agents, the L/C Issuers and the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. 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, litigation 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 (other than Section 8.09 or in any other Loan Document Section 8.15) shall affect any right that the Administrative Agentany Lender, any Issuing Bank L/C Issuer or any Lender Agent may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Agents, the L/C Issuers and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation Any legal action or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating with respect to this Agreement or any other Loan Document or the transactions relating hereto or thereto, may be brought in any forum other than the courts of the State of New York sitting in the Borough of Manhattan, New York County, and City or of the United States District Court of for the Southern Eastern District of New Yorksuch state, and any appellate court from any thereofby execution and delivery of this Agreement, and each of the parties hereto Borrower hereby irrevocably and unconditionally submits to the jurisdiction of such courts submits, for itself and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court orits property, to the fullest extent permitted by applicable law, in such federal courtnonexclusive jurisdiction of those courts. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any an Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its respective properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any such New York State state or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. The Borrower waives personal service of any summons, complaint or other process, which may be made by any other means permitted by the law of such state. (d) Each Loan Party (other than the Borrower) hereby irrevocably appoints the Borrower as its agent to receive on its behalf and on behalf of its property service of copies of any summons or complaint or any other process which may be served in any action. Such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the Borrower at the Borrower’s address set forth in Section 9.01, and each such Loan Party hereby irrevocably authorizes and directs the Borrower to accept such service on its behalf.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Both of the Parties hereby irrevocably and unconditionally agrees that it will not commence any actionsubmit, litigation or proceeding for themselves and their property, to the jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts court of the State of New York Florida sitting in New York Palm Beach County, and Florida, or any Federal court of the United States District Court of America sitting in the Southern District of New Yorkthe State of Florida, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties Parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such actionsuit, litigation action or proceeding may be heard and determined in such New York State of Florida court or Federal court. It shall be a condition precedent to each Party's right to bring any such suit, action or proceeding that such suit, action or proceeding, in the first instance, be brought in such State of Florida court or, to the fullest extent permitted by applicable law, in such federal courtFederal court (unless such suit, action or proceeding is brought solely to obtain discovery or to enforce a judgment), and if each of such State of Florida court and such Federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other court of competent jurisdiction. No Party to this Agreement may move to (1) transfer any such suit, action or proceeding from such State of Florida court or any Federal court of the United States of America sitting in the State of Florida, to another jurisdiction, (2) consolidate any such suit, action or proceeding brought in such State of Florida court or Federal court with a suit, action or proceeding in another jurisdiction, or (3) dismiss any such suit or proceeding brought in such State of Florida court EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 23 of 31 or any Federal court of the United States of America sitting in the State of Florida, for the purpose of bringing the same in another jurisdiction. Each of the parties hereto Party agrees that a final judgment in any such actionsuit, litigation 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State of Florida court sitting in Palm Beach County, Florida, or federal courtany Federal court sitting in the District of the State of Florida. Each of the parties hereto Parties -------- hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such courtcourt and further waives the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such Party. (c) Each party to this Agreement of the Parties, hereby irrevocably consents to service of process in the manner provided for notices in Section 9.0117.6 hereof. Nothing in this Agreement will affect the right of any party either Party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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 any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final final, non-appealed judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Borrower or any Lender the Lenders may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party party hereto or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section 8.13. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.018.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. The Borrower hereby appoints Holdings as its authorized agent solely to receive for and on its behalf service of summons or other legal process in any action, suit or proceeding in any court specified in this Section. (d) By its execution hereof, the Borrower irrevocably designates and appoints Holdings as its agent for service of process as its authorized to receive, accept, and forward on its behalf service of process in any such proceeding; and by its execution of an acknowledgment hereto, Holdings accepts such appointment. Service of process, writ, judgment, or other notice of legal process upon Holdings shall be deemed and held in every respect to be effective personal service upon the Borrower. The Borrower shall maintain such appointment (or that of a successor satisfactory to the Lenders) continuously in effect at all times while the Borrower is obligated hereunder or under the Notes or any other Loan Document. Nothing herein shall affect the Lenders’ right to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Company and each other Loan Party Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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 any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final final, nonappealable judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Syndication Agent or any other Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Company and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Document in any such New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.017. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable lawLaw, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 lawapplicable Law. Nothing in this Agreement or in any other Notwithstanding anything herein to the contrary, each Loan Document shall affect any right Party irrevocably agrees that the Administrative Agent, any Issuing Bank or any Lender may otherwise have the Collateral Agent, the Arrangers, and Lenders retain the right to bring proceedings against any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionother jurisdiction in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment, and hereby submits to the jurisdiction of, and consents to venue in, any such court. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Law, 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 any other Loan Documents Document in any New York State or federal courtcourt referred to in Section 10.15(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document in the manner provided for notices (other than facsimile or email) in Section 9.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by lawapplicable Law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Subsidiary Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lenderother Secured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or any other Loan Document Guaranty or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document Guaranty shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Guaranty against any other Loan Document against the Borrower or any other Loan Party Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Guaranty hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents Guaranty 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. (c) Each party to this Agreement Guaranty irrevocably consents to service of process in the manner provided for notices in Section 9.015(d). Nothing in this Agreement Guaranty will affect the right of any party to this Agreement or any other Loan Document Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Borrower, the Agents and each other Loan Party the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. 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, litigation 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 or in any (other Loan Document than Section 8.09) shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Agents and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party to this Agreement hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. Each Obligor 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 of the Borrower specified pursuant to the terms of the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 Subject to Section 8.08 of the Credit Agreement, nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Obligor, or its properties properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Issuing Bank or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the transactions relating hereto or thereto, in any forum other than the courts of the State of any New York sitting in New York County, and State court or Federal court of the United States District Court of America sitting in the Southern District borough of Manhattan in New YorkYork City, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrower, the Loan Parties or any other Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of of, or relating to to, this Agreement or the other Loan Documents in any New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Issuing Bank, the Sustainability Structuring Agent, the Syndication Agent, any Arranger or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New YorkYork sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in clause (a) of this Section 9.15. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Subsidiary Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral any Agent, any LenderSecured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or any other Loan Document Guaranty or the transactions relating hereto or theretohereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document Guaranty shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Guaranty against any other Loan Document against the Borrower or any other Loan Party Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents Guaranty 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. (c) Each party to this Agreement Guaranty irrevocably consents to service of process in the manner provided for notices in Section 9.015(d). Nothing in this Agreement Guaranty will affect the right of any party to this Agreement or any other Loan Document Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation Any legal action or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating with respect to this Agreement or any other Loan Document or the transactions relating hereto or thereto, may be brought in any forum other than the courts of the State of New York sitting in the Borough of Manhattan, New York County, and City or of the United States District Court of for the Southern Eastern District of New Yorksuch state, and any appellate court from any thereofby execution and delivery of this Agreement, and each of the parties hereto Borrowers hereby irrevocably and unconditionally submits to the jurisdiction of such courts submits, for itself and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court orits property, to the fullest extent permitted by applicable law, in such federal courtnonexclusive jurisdiction of those courts. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative an Agent, any an Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrowers or any other Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any such New York State state or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. Each Borrower waives personal service of any summons, complaint or other process, which may be made by any other means permitted by the law of such state. (d) Each Loan Party (other than the U.S. Borrower) hereby irrevocably appoints the U.S. Borrower as its agent to receive on its behalf and on behalf of its property service of copies of any summons or complaint or any other process which may be served in any action. Such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the U.S. Borrower at the U.S. Borrower’s address set forth in Section 9.01, and each such Loan Party hereby irrevocably authorizes and directs the U.S. Borrower to accept such service on its behalf.

Jurisdiction; Consent to Service of Process. (a) The Borrower Parent and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral AgentTrustee, any Lender, any Arranger, any Joint Bookrunner or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York, sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower Parent or any other Loan Party or its properties in the courts of any jurisdiction, and with respect to any Lux Borrowers, in any jurisdiction where the head office, central administration, centre of main interest, place of effective management, domicile and/or establishment of such Lux Borrower are situated. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) of this Section 9.15. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Borrower (including, for the avoidance of doubt, any Designated Xxxxxxxx) hereby irrevocably appoints Jazz U.S. as its agent for service of process with respect to all of the Loan Documents and all other related agreements to which it is a party (the “Process Agent”) and Jazz U.S. hereby accepts such appointment as the Process Agent and hereby agrees to forward promptly to each other Borrower, as applicable, all legal process addressed to such Borrower, as applicable, received by the Process Agent. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party to this Agreement hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, other party or any Affiliate of the foregoing affiliate thereof, in any way relating to this Agreement or Agreement, any other Loan Notes Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Notes Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Notes Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Notes Document in any New York State or federal courtcourt sitting in New York County and any appellate court from any thereof. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement or any other Notes Document will affect the right of any party to this Agreement or any other Loan Notes Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Each of the Loan Party Parties irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any such 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. (c) Each Other than as provided in this Section 9.15(c), each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Loan Party that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state or territory thereof or the District of Columbia hereby irrevocably appoints the Borrower, as its agent to receive on its behalf, service of process that may be served in any action, litigation or proceeding referred to in clause (a) of this Section 9.15. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party to this Agreement hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, other party or any Affiliate of the foregoing affiliate thereof, in any way relating to this Agreement, any other Credit Agreement Document, any other Notes Indenture Document or any other Loan Document Other First Lien Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in Agreement, any other Loan Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement, any other Credit Agreement Document, any other Notes Indenture Document or any other Loan Document Other First Lien Agreement against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, any other Credit Agreement Document, any other Notes Indenture Document or the other Loan Documents any Other First Lien 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement, any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement will affect the right of any party to this Agreement, any other Credit Agreement Document, any other Notes Indenture Document or any other Loan Document Other First Lien Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each Borrower and each other Loan Party Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Issuing Bank, any Arranger or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New YorkYork sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the any Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in clause (a) of this Section 9.15. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State 111 of New York sitting in New York County, County and of the United States District Court of 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 any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any other Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Document in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0113. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Mortgagor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral AgentMortgagee, any LenderSecured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or Mortgage, any other Loan Document 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 sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement Mortgage or in any other Loan Credit Agreement Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, any Issuing Bank Mortgagee or any Lender Secured Party may otherwise have to bring any action or proceeding relating to this Mortgage, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement against the Borrower or any other Loan Party Mortgagor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or Mortgage, the other Loan Credit Agreement Documents or any Other First Lien 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. (c) Each party to this Agreement Mortgage irrevocably consents to service of process in the manner provided for notices in Section 9.017.1. Nothing in this Agreement Mortgage will affect the right of any party to this Mortgage, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the parties hereto hereby irrevocably and unconditionally agrees that it will submits, for itself and its property, to the exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not commence any action, litigation have (or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agentabstains from) jurisdiction, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and, if such federal courts do not have (or abstain from jurisdiction), any New York State court, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than under any Security Document governed by a law 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, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined and shall be brought exclusively in such New York State court federal or, to the fullest extent permitted by applicable lawapplicable, in such federal New York State court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender or Agent may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the any Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, Borough of Manhattan and of the United States District Court of 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 any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender other Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in subsection (a) of this Section 16. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of Holding and each other Loan Party the Borrower, the Agents and the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York United States sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. Each of Holding 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 such Person 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, litigation 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 (other than Section 8.09 or in any other Loan Document Section 8.14) shall affect any right that the Administrative Agent, any Issuing Bank or any Lender or Agent may otherwise have to bring any action or proceeding relating to enforce this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionjurisdiction in which the Borrower, the Loan Parties or their properties are located. (b) Each of Holding, the parties hereto Borrower, the Agents, and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Issuer and each other Loan Note Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative AgentTrustee, the Collateral Agent, any LenderNoteholder Party, or any Affiliate of the foregoing in any way relating to this Agreement Indenture or any other Loan Note Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement Indenture or in any other Loan Note Document shall affect any right that the Administrative Agent, any Issuing Bank Trustee or any Lender Noteholder Party may otherwise have to bring any action or proceeding relating to this Agreement Indenture or any other Loan Note Document against the Borrower Issuer or any other Loan Note Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Indenture or the other Loan Note 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. (c) Each party to this Agreement Indenture irrevocably consents to service of process in the manner provided for notices in Section 9.0116.01. Nothing in this Agreement Indenture will affect the right of any party to this Agreement Indenture or any other Loan Note Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Unless the Party irrevocably and unconditionally agrees that it will not commence bringing a Dispute is required to submit such claim to mediation or arbitration in accordance with Section 13.3 or Section 13.4, respectively, with respect to any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way Action relating to or arising from this Agreement or any other Loan Document the Ancillary Agreements or the transactions relating hereto contemplated hereby or theretothereby (including any Action seeking to enforce any mediation or arbitration award rendered pursuant to Section 13.3 or Section 13.4, in any forum other than respectively, or to compel mediation or arbitration pursuant to such Sections), each Party irrevocably (i) agrees and consents to be subject to the courts exclusive jurisdiction of the United States District Court for the Southern District of New York of New York or (ii) if such court does not have jurisdiction, the Supreme Court of the State of or any New York state court sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or(provided, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final and unappealable judgment against a Party in connection with any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding Action relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby shall be conclusive and binding on such Party and that such judgment may be enforced in any other Loan Document against the Borrower court of competent jurisdiction, either within or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each outside of the parties hereto hereby irrevocably United States) and unconditionally waives, to the fullest extent it may legally and effectively do so, (ii) waives any objection which it may now or hereafter have at any time 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 Action brought in any such court. (c) Each party , waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have any jurisdiction over such Party. With respect to any Action for which it has submitted to jurisdiction pursuant to this Agreement Section 13.2, each Party irrevocably consents to service of process in the manner provided for the giving of notices in pursuant to Section 9.0113.7 of this Agreement. Nothing in this Agreement will affect Section 13.2 shall limit the right of any party to this Agreement or any other Loan Document Party to serve process in any other manner permitted by lawunder applicable Law.

Jurisdiction; Consent to Service of Process. (a) . (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Borrower, the Administrative Agent and each other Loan Party the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind Texas State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and federal court of the United States District Court of the Southern District of New Yorksitting in Houston, Texas, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York Texas State court or, to the fullest extent permitted by applicable law, in such federal court. 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, litigation 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 or in any (other Loan Document than Section 8.09) shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Administrative Agent and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York Texas State or federal courtcourt sitting in Houston, Texas. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Pledgor hereby irrevocably and unconditionally agrees that it will not commence submits, for itself and its property, to the exclusive jurisdiction of any actionU.S. Federal or New York State court sitting in the Borough of Manhattan, litigation in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may shall (except as permitted below) be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each party hereto agrees that service of the parties any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such Person for any suit, action or proceeding brought in any such court. Each party hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right Each party hereto agrees that the Administrative Agent, any Issuing Bank or any Lender may otherwise have Collateral Agent retains the right to bring proceedings against any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdictionjurisdiction solely in connection with the exercise of any rights under this Agreement, any other Credit Agreement Document or any Other First Lien Agreement. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, any other Credit Agreement Document or the other Loan Documents any Other First Lien Agreement in any New York State or federal courtcourt referred to in clause (a) of this Section 5.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the any claim or defense of an inconvenient forum to the maintenance of such action action, suit or proceeding in any such court. (c) Each To the extent permitted by law, each party to this Agreement hereto hereby irrevocably consents to waives personal service of any and all process upon it and agrees that all such service of process in the manner may be made by registered mail (or any substantially similar form of mail) directed to it at its address for notices as provided for notices in Section 9.015.01. Each party hereto hereby waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Credit Agreement Document or any Other First Lien Agreement that service of process was invalid and ineffective. Nothing in this Agreement, any other Credit Agreement Document or any Other First Lien Agreement will affect the right of any party to this Agreement, any other Credit Agreement Document or any other Loan Document Other First Lien Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of PPL, -------------------------------------------- Finance Co. and each other Loan Party Resources hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing the Fronting Bank or any Lender Bank may otherwise have to bring any action or proceeding relating to this Agreement or against any other Loan Document against the Borrower or any other Loan Party of PPL, Finance Co., Resources or its properties in the courts of any jurisdiction. (b) Each of the parties hereto PPL, Finance Co. and Resources hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0110.7. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Mortgagor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral AgentMortgagee, any LenderSecured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement Mortgage or any other Loan Credit Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement Mortgage or in any other Loan Credit Document shall affect any right that the Administrative Agent, any Issuing Bank Mortgagee or any Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Mortgage or any other Loan Credit Document against the Borrower or any other Loan Party Mortgagor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Mortgage or the other Loan Credit 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. (c) Each party to this Agreement Mortgage irrevocably consents to service of process in the manner provided for notices in Section 9.018.1. Nothing in this Agreement Mortgage will affect the right of any party to this Agreement Mortgage or any other Loan Credit Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may brought by it or any of its Affiliates against any Agent, Issuing Bank or Lender shall be brought, and shall be heard and determined determined, only in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any such 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each of SSCC and the Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate Federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court; provided that during the period prior to the effective date of the Plan of Reorganization each of the parties hereto submits to the jurisdiction of the U.S. Bankruptcy Court with respect to matters relating hereto. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of SSCC and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which 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 or the other Loan Documents in any New York State or federal courtFederal court or, as applicable, the U.S. Bankruptcy 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind Florida State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and Federal court of the United States District Court of the Southern District of New YorkAmerica sitting in Tampa, Florida, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any other Loan Document or any Rate Management Agreement or any document relating to any Treasury Management Obligation or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York Florida State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the other Loan Documents in any New York Florida State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0118. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Pledgor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any LenderSecured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionjurisdiction (1) for the purposes of enforcing a judgment, (2) in connection with exercising remedies against the Collateral in a jurisdiction in which such Collateral is located or (3) to the extent the courts referred to in the preceding sentence do not have jurisdiction over such legal action or proceeding or the parties or property subject thereto. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Lead Arranger or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereofthereof (collectively, the “New York Courts”), and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative any Agent, any Issuing Bank Lender, any Lead Arranger or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any of the New York State or federal courtCourts. 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 courtNew York Court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0110.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) 3. The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (ba) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (cb) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, other party hereto or any Affiliate related party of the foregoing in any way relating to this Amendment Agreement or any other Loan Document or the transactions relating hereto or theretohereto, in any forum other than the courts of the State state of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably and unconditionally agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in and such New York State court Court or, to the fullest extent permitted by applicable lawLaw, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Amendment Agreement or in any other Loan Document shall will affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Amendment Agreement or any other Loan Document of the transactions contemplated hereby against the Borrower or any other Loan Party Company or its properties in the courts of any jurisdictionjurisdiction for the purpose of enforcement of a judgment. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Law, any objection which 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 Amendment Agreement or any of the other Loan Documents transactions contemplated hereby in any New York State or federal courtcourt referred to in Section 9(a) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each of Holdings and the Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, Term Lender or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the transactions relating hereto or thereto, in any forum other than the courts of the State of any New York sitting in New York County, and State court or Federal court of the United States District Court of America sitting in the Southern District borough of Manhattan in New YorkYork City, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Term Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrower, Holdings or any other Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of of, or relating to to, this Agreement or the other Loan Documents in any New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Pledgor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate Federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Reimbursement Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits agrees that, to the jurisdiction of such courts and agrees that extent permitted by applicable law, all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Reimbursement Documents against any other Loan Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the other Loan Reimbursement Documents in any New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0116. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and Subject to the final sentence of this clause (a), each other Loan Party of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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, any other Loan Document, any Other First Lien Agreement or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in Agreement, any other Loan Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Agreement, any other Loan Document against the Borrower or any other Loan Party Other First Lien Agreement against any Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Agreement, any other Loan Documents Document or any Other First Lien Agreement in any New York State or federal courtcourt of the United States of America sitting in New York County, and any appellate court from any thereof. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.016.01. Nothing in this Agreement, any other Loan Document or any Other First Lien Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Issuer hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the general jurisdiction of any kind or descriptionthe New York State courts, whether sitting in law or equity, whether in contract or in tort or otherwise, against the Administrative AgentBorough of Manhattan, the Collateral Agent, any LenderCity of New York, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the federal courts of the State of New York sitting in New York 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 of or relating to this Indenture or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document Indenture shall affect any right that the Administrative Agent, any Issuing Bank or any Lender Holder may otherwise have to bring any action or proceeding relating to this Agreement Indenture or any other Loan Document the Notes against the Borrower or any other Loan Party Issuer or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Issuer hereby irrevocably and unconditionally waives, and agrees not to plea or claim, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Indenture or the other Loan Documents Notes 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. (c) Each party the Issuer hereby irrevocably and unconditionally appoints CT Corporation System with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011 and its successors hereundxx (xxx "XXXXXXX XXXXX"), xx xxx xxxxx xx xeceive on behalf of each of the Issuer and its property of all writs, claims, process, and summonses in any action or proceeding brought against it in the State of New York. Such service may be made by mailing or delivering a copy of such process to this Agreement the Issuer in care of the Process Agent at the address specified above for the Process Agent, and the Issuer hereby irrevocably consents authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the Issuer, or failure of the Issuer to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent, the Issuer, or of any judgment based thereon. The Issuer covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the manner provided for notices Process Agent to act as such. The Issuer further covenants and agrees to maintain at all times an agent with offices in Section 9.01New York City to act as its Process Agent. Nothing herein shall in this Agreement will affect any way be deemed to limit the right of any party to this Agreement or any other Loan Document ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party to this Agreement hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. Each of the parties hereto 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(a) of the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower any Guarantor or any other Loan Party Grantor, or its properties properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. Each of the parties hereto (ai) The Borrower and each other Loan Party irrevocably and unconditionally consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware in the event any dispute arises out of this Agreement or the Transactions, (ii) agrees that it will not commence attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any actionsuch court, litigation or proceeding of (iii) agrees that it will not bring any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way Action relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, Transactions in any forum court other than the courts Court of Chancery of the State of New York sitting in New York CountyDelaware, or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States District sitting in Delaware, or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the Southern District State of New YorkDelaware, and any appellate court from any courts thereof, and each (iv) waives any right to trial by jury with respect to any Action related to or arising out of this Agreement or the Transactions (including any Action related to or arising out of the Debt Financing, the definitive agreements with respect to the Debt Financing or the performance thereof), (v) waives the defense of an inconvenient forum to the maintenance of any Action related to or arising out of this Agreement or the Transactions and (vi) consents to service of process being made through the notice procedures set forth in Section 9.01. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware. The parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees agree that a final judgment in any such action, litigation 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 lawapplicable Law. Nothing in this Agreement or in any other Loan Document shall affect any right that Notwithstanding the Administrative Agentforegoing, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each each of the parties hereto hereby irrevocably and unconditionally waives, agrees that it will not bring or support any Action against any Debt Financing Source related to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating the Debt Financing, the definitive agreements with respect to this Agreement the Debt Financing or the other Loan Documents performance thereof in any forum other than a court of competent jurisdiction located within the Borough of Manhattan in the City of New York State York, New York, whether a 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 Federal court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the Credit Parties hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Credit Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank the Letter of Credit Issuer or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Credit Document against Holdings, any of the Borrower Borrowers, any other Guarantor, Grantor or Pledgor or any other Loan Party or its of their properties in the courts of any jurisdiction. (b) Each of the parties hereto Credit Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Credit Document in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement Guarantor, each Grantor and each Pledgor irrevocably consents to service of process in the manner provided for notices in Section 9.0110.07 of the Credit Agreement. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement or any other Loan Document Secured Party to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Pledgor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any LenderSecond-Priority Secured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or any other Loan Notes Indenture Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Notes Indenture Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender Second-Priority Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Notes Indenture Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Notes Indenture 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Notes Indenture Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern Eastern District of New YorkVirginia, Alexandria Division, and of any state court of the Commonwealth of Virginia sitting in Fairfax County, Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any other Loan Document or any Hedging Document or any Treasury Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York State Virginia state court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any the Issuing Bank or any Lender Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the other Loan Documents in any New York State Virginia state or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0117. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each party hereby irrevocably consents and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against submits to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and jurisdiction of the United States District Court for the District of Delaware and any court of the Southern District State of New YorkDelaware, in any action, suit or proceeding arising out of, resulting from or relating to this Agreement, and agrees that any appellate court from such action, suit or proceeding shall be brought only in such courts (and waives any thereofobjection based on forum non conveniens or any objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 6.13 (a) and each of the parties hereto irrevocably and unconditionally submits shall not be deemed to be a general submission to the jurisdiction of said courts or the State of Delaware other than for such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionpurpose. (ba) Each of the parties hereto The Investor hereby irrevocably appoints The Corporation Trust Company, at its office at 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, Xxxxxx Xxxxxx xx America, its lawful agent and unconditionally waives, attorney to the fullest extent it may legally accept and effectively do so, any objection which it may now or hereafter have to the laying of venue acknowledge service of any suitprocess against it in any action, action suit or proceeding arising out of of, resulting from or relating to this Agreement or Agreement, and upon whom such process may be served, with the other Loan Documents in any New York State or federal court. Each same effect as if the Investor were a resident of the parties hereto hereby irrevocably waivesState of Delaware, and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney the Company shall also deliver a copy thereof to the fullest extent permitted by law, Investor at the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process address and in the manner provided for notices specified in Section 9.016.03 hereof. Nothing In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, the Investor will appoint a successor agent and attorney in this Agreement will affect Wilmington, Delaware, reasonably satisfactory with like powers, or if the Investor fails to make such appointment, the Investor hereby authorizes the Company to appoint such agent and attorney for the Investor. The Investor shall pay the annual fee due to The Corporation Trust Company or such successor agent for acting in such capacity; provided, however, that if the Investor shall not make such payment, then the Company shall have the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by lawdo so.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agentany Guaranteed Party, any LenderIssuing Bank, or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York Countythe Borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Guaranteed Party or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the any other Loan Documents Document in any New York State or federal courtcourt referred to in clause (a) of Section 17 of this Agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement hereto irrevocably consents to service of process in at the manner address provided for notices in Section 9.0113. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document hereto to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) The Holdings, Parent and the Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral any Agent, any Lender, or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York CountyCounty in the borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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 Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, Parent, the Borrower or any other Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings, Parent and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document New York State court or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court Federal court of 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 Agreement or the other Loan Documents, or for recognition or enforcement of any judgment (except to the extent the Collateral Agent requires submission to any other jurisdiction in connection with the exercise of any rights under the Security Agreement or the enforcement of any judgment), and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtFederal court referred to in paragraph (a) of this Section 9.15. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the The State of New York sitting in New York County, County and of the United States District Court of the Southern District of New Yorksuch state, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0115. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the Grantors hereby irrevocably and unconditionally agrees that it will not commence any suit, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any of the Administrative Agent, the Collateral Agent, any Lender, Secured Parties or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Financing Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Financing Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Trustee or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Financing Document against the Borrower or any other Loan Party Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Grantors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the any other Loan Documents Financing Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement of the Grantors hereby irrevocably consents to service of process in the manner provided for notices in Section 9.017.01. Nothing in this Agreement or any other Financing Document will affect the right of any party to this Agreement or any other Loan Document the Collateral Trustee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, Lender or any Affiliate Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, thereto in any forum other than the courts of the State of New York sitting in New York County, County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such 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 Federal court. Each of the parties party hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action action, litigation or proceeding relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto against the Borrower or any other Loan Party or of its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suitaction, action litigation or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document or the transactions relating hereto or thereto in any New York State or federal courtcourt referred to in Section 10.13(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action action, litigation or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each of Holdings, Borrower and each other Loan Party Lender irrevocably and unconditionally agrees agree that it they will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any Notwithstanding the foregoing, each party hereto agrees that Xxxxxx retains the right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring proceedings against any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionother jurisdiction solely in connection with the exercise of any rights or remedies to enforce its security interest in the Collateral created hereunder or under any other Security Document or as otherwise provided in the Guarantee Agreement. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.019.6. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate Federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York CountyCity, and of in the United States District Court of the Southern District county of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars, Canadian Dollars, euros, Sterling or other Alternative Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars, Canadian Dollars, euros, Sterling or other Alternative Currency, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of dollars, Canadian Dollars, euros, Sterling or other Alternative Currency, as the case may be, for delivery two Business Days thereafter. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. (e) Upon any Foreign Subsidiary becoming a Foreign Subsidiary Borrower in accordance with Section 9.08(g), such Foreign Subsidiary Borrower hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”), reasonably satisfactory to the Administrative Agent, as its agent to receive on behalf of such Foreign Subsidiary Borrower and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any such New York State or Federal court described in paragraph (a) of this subsection and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to the Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. In any such action or proceeding in such New York State or Federal court, such service may be made on such Foreign Subsidiary Borrower by delivering a copy of such process to such Foreign Subsidiary Borrower in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Foreign Subsidiary Borrower at its address specified in Section 9.01 with (if applicable) a copy to the Parent Borrower (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each of the Foreign Subsidiary Borrowers hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each of the Foreign Subsidiary Borrowers irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies of such process to such Foreign Subsidiary Borrower by certified or registered air mail at its address specified in Section 9.01. Each of the Foreign Subsidiary Borrowers agrees that, to the fullest extent permitted by applicable law, 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. (f) To the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and any Note.

Jurisdiction; Consent to Service of Process. (a) The Borrower Borrowers and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower Borrowers or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and Subject to the final sentence of this clause (a), each other Loan Party of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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, any other Loan Document, any Other First Lien Agreement or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in Agreement, any other Loan Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Agreement, any other Loan Document against the Borrower or any other Loan Party Other First Lien Agreement against Holdings or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Agreement, any other Loan Documents Document or any Other First Lien Agreement in any New York State or federal courtcourt of the United States of America sitting in New York County, and any appellate court from any thereof. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.016.01. Nothing in this Agreement, any other Loan Document or any Other First Lien Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Issuing Bank, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower Holdings or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Borrower, the Agents, each Issuing Bank and each other Loan Party the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. 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, litigation 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 or in any (other Loan Document than Section 8.09) shall affect any right that the Administrative Agent, any Lender or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Agents, each Issuing Bank and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Grantors and each other Loan Party 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 agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate Federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or theretoUnited States of America, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto Loan Parties and the Secured Parties (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, litigation 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 or in any other Loan Document shall affect any right that the First-Lien Collateral Agent, the Administrative Agent, any Issuing Bank or any First-Lien Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties, 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 waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto Loan Parties, 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 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. (c) Each party of the Loan Parties, 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 consents to service of process in the manner provided for notices in Section 9.018.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document will affect the right of the First-Lien Collateral Agent or the Grantors to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Pledgor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any LenderSecured Party, or any Affiliate of the foregoing foregoing, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New YorkXxxxxxxx Xxxxxxxx xx Xxx Xxxx, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself, its Restricted Subsidiaries and its property, to the exclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document New York State court or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court Federal court of 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 Agreement or the other Loan Documents, or for recognition or enforcement of any judgment (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 the enforcement of any judgment), and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Loan Parties or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, on behalf of itself and the other Loan Parties, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtFederal court referred to in paragraph (a) of this Section 9.15. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Each Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral AgentAgents, any Lender, any Issuing Lender or any Affiliate Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such 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 Federal court. Each of the parties party hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative AgentAgents, any Issuing Bank Lender or any Issuing Lender may otherwise have to bring any action action, litigation or proceeding relating to this Agreement or any other Loan Document against the any Borrower or any other Loan Party or of its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0113.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. (d) Each Borrower hereby irrevocably appoints the Company as its agent for the service of process in any action referred to in Section 13.13(a) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of the Company at its address for notice set forth in Section 13.01.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Pledgor hereby irrevocably and unconditionally agrees that it will not commence any suit, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any of the Administrative Agent, the Collateral Agent, any Lender, Secured Parties or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Financing Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Financing Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Trustee or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Financing Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Pledgor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the any other Loan Documents Financing Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section 5.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Pledgor hereby irrevocably consents to service of process in the manner provided for notices in Section 9.015.01. Nothing in this Agreement or any other Financing Document will affect the right of any party to this Agreement or any other Loan Document the Collateral Trustee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, other party hereto or any Affiliate related party of the foregoing in any way relating to this Amendment Agreement or any other Loan Document or the transactions relating hereto or theretohereto, in any forum other than the courts of the State state of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably and unconditionally agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in and such New York State court Court or, to the fullest extent permitted by applicable lawLaw, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Amendment Agreement or in any other Loan Document shall will affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Amendment Agreement or any other Loan Document of the transactions contemplated hereby against the Borrower or any other Loan Party Company or its properties in the courts of any jurisdictionjurisdiction for the purpose of enforcement of a judgment. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Law, any objection which 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 Amendment Agreement or any of the other Loan Documents transactions contemplated hereby in any New York State or federal courtcourt referred to in Section 8(a) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the Credit Parties hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind North Carolina State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and Federal court of the United States District Court of the Southern District of New YorkAmerica sitting in Charlotte, North Carolina, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amended Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York North Carolina State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto Credit Parties agrees that a final judgment in any such action, litigation 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 Amended Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amended Agreement or any the other Loan Document Documents against the Borrower or any other Loan Credit Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Credit Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amended Agreement or the other Loan Documents in any New York North Carolina State court or federal courtFederal court of the United States of America sitting in Charlotte, North Carolina. Each of the parties hereto Credit Parties 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. (c) Each party Credit Party to this Amended Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Such Credit Party hereby irrevocably appoints CT Corporation System, with an address on the date hereof at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 (the "NORTH CAROLINA PROCESS AGENT"), as process agent in its name, place and stead to receive and forward service of any and all writs, summonses and other legal process in any suit, action or processing brought in the State of North Carolina, agrees that such service in any such suit, action or proceeding may be made upon the North Carolina Process Agent and agrees to take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that such Credit Party will at all times have an agent in the State of North Carolina for service of process for the above purposes. Nothing in this Amended Agreement will affect the right of any party to this Amended Agreement or any other Loan Document to serve process in any other manner permitted by law. (d) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE BORROWER AND HOLDINGS WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Pledgor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Indenture Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Indenture Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Indenture Document against the Borrower or any other Loan Party Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Indenture Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section 23. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0116. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. Each Pledgor, other than the Pledgors that are organized under the laws of the United States of America or any State thereof or the District of Columbia, hereby appoints Seagate Technology (US) Holdings, Inc. as its agent for service of process in the United States, and Seagate Technology (US) Holdings, Inc. hereby accepts such appointment.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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 any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section 18. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0114. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. Each Guarantor hereby appoints Seagate Technology (US) Holdings, Inc. as its agent for service of process in the United States and Seagate Technology (US) Holdings, Inc. hereby accepts such appointment.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agentany Guaranteed Party, any LenderIssuing Bank, or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Guaranteed Party or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the any other Loan Documents Document in any New York State or federal courtcourt referred to in clause (a) of Section 17 of this Agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement hereto irrevocably consents to service of process in at the manner address provided for notices in Section 9.0113. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document hereto to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Each Loan Party hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its Property, to the nonexclusive jurisdiction of any kind North Carolina State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and Federal court of the United States District Court of America sitting in Mecklenburg County, North Carolina in any action or proceeding arising out of or relating to this Credit Agreement or the Southern District Loan Documents, or for recognition or enforcement of New York, and any appellate court from any thereoforder or judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York North Carolina State court orcourt, or to the fullest extent permitted by applicable law, in such federal courtFederal court in Mecklenburg County, North Carolina. Each party to this Credit Agreement irrevocably consents to the service of process out of any North Carolina State court or Federal court of the United States of America sitting in Mecklenburg County, North Carolina 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 8.2. Each of the parties hereto Borrower, Hallwood GP and the Parent Guarantor agrees that a final judgment in any such action, litigation 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 Credit Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other the Loan Document Documents against the Borrower Borrower, Hallwood GP or any other Loan Party the Parent Guarantor or its properties their respective Properties in the courts of any other jurisdiction. (b) Each of the parties hereto Borrower, Hallwood GP and the Parent Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Credit Agreement or the other Loan Documents in any New York North Carolina State or federal courtFederal court sitting in Mecklenburg County, North Carolina. Each of the parties hereto Borrower, Hallwood GP and the Parent Guarantor 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Grantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of for the Southern District of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Companhia Securitizadora Finance Document to which the Grantor now or hereafter may be a party, or for recognition or enforcement of any judgment, and each of the parties hereto Grantor hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in or such federal court, as the Beneficiary commencing such proceeding may select. Each of the parties hereto The Grantor agrees that a final judgment in any such actionsuit, litigation 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 or in any other Loan Companhia Securitizadora Finance Document shall affect any right that the Administrative Agent, any Issuing Bank Security Agent or any Lender other Beneficiary may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Companhia Securitizadora Finance Document against the Borrower or any other Loan Party Grantor, or its properties properties, in the courts of any other jurisdiction. (b) Each of the parties hereto The Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which 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 or the any other Loan Documents Companhia Securitizadora Finance Document in any New York State or federal courtcourt referred to in clause (a) of this Section 4.15. Each of the parties hereto The Grantor 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. (c) Each party to this Agreement irrevocably consents to The Grantor agrees that service of process in any action or proceeding before any court referred to in paragraph (a) of this Section 4.15 may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices Grantor at the address of the Grantor set forth in Section 9.014.02 of this Agreement or at such other address of which the Security Agent shall have been notified. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document the Security Agent to serve process in any other manner permitted by law. (d) The Grantor hereby irrevocably appoints National Corporate Research, Ltd., 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “New York Process Agent”) as its agent for receipt of all writs, summonses and other process in any suit action or proceeding in any state or federal court in the State of New York. The Grantor agrees that service of all writs, summonses and other process in any suit, action or proceeding in any state or federal court in the State of New York may be made upon the New York Process Agent, and that failure of the New York Process Agent to give notice of any writ, summons or other process shall not invalidate such writ, summons or process. Upon any failure of the New York Process Agent to act as such, the Grantor shall immediately appoint another process agent in the State of New York to act as New York Process Agent and furnish written evidence to the Security Agent, satisfactory to the Security Agent, of such substitute process agent’s acceptance of its appointment.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, State court and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal 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. (c) The Borrower hereby irrevocably designates, appoints and empowers BrightSphere Inc. (the “Process Agent”), with offices on the date hereof at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding arising out of or relating to this Agreement or any other Loan Document. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent’s above address (or the address of any successor thereto, as the case may be), and the Borrower hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to Agent, and further shall at all times maintain an agent for service of process in the United States of America, so long as there shall be outstanding any Obligations. The Borrower shall give notice to the Agent of any such appointment of successor agents for service of process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to the Agent. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.019.01 or, in the case of service of process against the Borrower, as specified in paragraph (c) of this Section 9.15. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Grantor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of the Southern District of New York, York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Indenture Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Indenture Document shall affect any right that the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Indenture Document against the Borrower or any other Loan Party Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Indenture Document in any New York State or federal courtcourt referred to in paragraph (a) of this Section 7.13. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.017.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any actionAny suit, litigation action or proceeding arising out of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may contemplated hereby shall be heard and determined in such New York the Chancery Court of the State of Delaware and any state appellate court ortherefrom within the State of Delaware (or if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court sitting in the State of Delaware and any appellate court therefrom) and each party to this Agreement hereby irrevocably submits to the fullest extent permitted by applicable lawexclusive personal jurisdiction and venue of such courts in any such suit, in such federal courtaction or proceeding. Each party to this Agreement irrevocably waives, with respect to any suit, action or proceeding arising out of or relating to this Agreement or transactions contemplated hereby, (a) any objection which it may have at any time to the laying of venue in the courts identified in this Section 11.11, (b) any claim that any of the courts identified in this Section 11.11 is an inconvenient forum, (c) the right to object that any court identified in this Section 11.11 does not have personal jurisdiction over such party and (d) any claim that any of the courts identified in this Section 11.11 lack jurisdiction to the maintenance of any such suit, action or proceeding. The parties hereto agrees agree that a final judgment in any such actionsuit, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtapplicable Law. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of being served by any party to this Agreement or any other Loan Document to serve process in any suit, action or proceeding by the delivery of a copy thereof (other manner permitted than by lawfacsimile) in accordance with the provisions of Section 11.5.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Holdings and each other Loan Party the Buyers and the Sellers hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate exclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Court of Chancery of the State of New York sitting in New York CountyDelaware, and of or to the extent such court does not have subject matter jurisdiction, the United States District Court of for the Southern District of New YorkDelaware, and any appellate court from any thereofthereof (the “Chosen Courts”), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may shall be heard and determined in the Chosen Courts. Each of Holdings and the Buyers further irrevocably consents to the service of process in any action or proceeding in such New York State court orcourts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to Holdings or the fullest extent permitted by applicable lawBuyer, in such federal court. as the case may be, at the address specified therefor on Annex I. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender Sellers may otherwise have to bring any action or proceeding relating to this Agreement or against any other Loan Document against the Borrower or any other Loan Party Grantor or its properties in the courts of any jurisdictionjurisdiction in which such Grantor or any of its properties is located. (b) Each of Holdings, the parties hereto Buyers and the Sellers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or in the other Loan Documents in any New York State or federal courtChosen Courts. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Guaranteed Party, the Collateral Agent, any LenderIssuing Bank, or any Affiliate Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York Countythe Borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Guaranteed Party or the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower any Guarantor or any other Loan Party or its such Person’s properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which 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 or the any other Loan Documents Document in any New York State or federal courtcourt referred to in clause (a) of Section 18 of this Agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement hereto irrevocably consents to service of process in at the manner address provided for notices in Section 9.0114. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document hereto to serve process in any other manner permitted by applicable law.. CHAR1\1795764v6

Jurisdiction; Consent to Service of Process. (a) The Borrower and Each of the Borrower, each other Loan Party Party, the Agents and the Lenders hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of 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 the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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. 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, litigation 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 (other than Section 8.09 or in any other Loan Document Section 8.15) shall affect any right that the Administrative Agent, any Issuing Bank or any Lender or Agent may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Agents, and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal courtcourt sitting in New York County. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each of the Foreign Guarantors hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts Supreme Court of the State of New York sitting in New York County, County and of the United States District Court of 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 any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 or in any other Loan Credit Document shall affect any right that the Administrative Collateral Agent, any Issuing Bank other Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Credit Document against either of the Borrower Foreign Borrowers or any other Loan Party Foreign Guarantors or its any of their properties in the courts of any jurisdiction. (b) Each of the parties hereto Foreign Guarantors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 or the any other Loan Documents Credit Document in any New York State or federal courtcourt referred to in paragraph (a) 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. (c) Each party to this Agreement Foreign Guarantor irrevocably consents to service of process in the manner provided for notices in Section 9.0110.07 of the Credit Agreement. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement or any other Loan Document Secured Party to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each other Loan Party Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York Countythe borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits submits, for itself and its property, to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the any Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any court of the State of New York State sitting in the borough of Manhattan, or federal courtthe United States District Court of the Southern District of New York, and any appellate court from any thereof. 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. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) The Borrower Issuer and each other Loan Note Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative AgentTrustee, the Collateral Agent, any LenderNoteholder Party, or any Affiliate of the foregoing in any way relating to this Agreement Indenture or any other Loan Note Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such 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. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement Indenture or in any other Loan Note Document shall affect any right that the Administrative Agent, any Issuing Bank Trustee or any Lender Noteholder Party may otherwise have to bring any action or proceeding relating to this Agreement Indenture or any other Loan Note Document against the Borrower Issuer or any other Loan Note Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Indenture or the other Loan Note 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. (c) Each party to this Agreement Indenture irrevocably consents to service of process in the manner provided for notices in Section 9.0116.01. Nothing in this Agreement Indenture will affect the right of any party to this Agreement Indenture or any other Loan Note Document to serve process in any other manner permitted by law. All Note Parties that are organized under the laws other than those of a state of the United States hereby consent to service of process for them being given to the Issuer and appoint the Issuer as their agent for such service. Further, each Note Party that is organized under the laws other than those of a state of the United States waives any immunity it may have under any non-U.S. law or otherwise in relation to the jurisdiction or ruling of any aforementioned New York State or federal courts.

Jurisdiction; Consent to Service of Process. (a) The Each of the Borrower and each other Loan Party the Junior Creditors hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, or any Affiliate Federal court of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Subordination Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits agrees that, to the jurisdiction of such courts and agrees that extent permitted by applicable law, all claims in respect of any such action, litigation action 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 Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 Subordination Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender Senior Creditors may otherwise have to bring any action or proceeding relating to this Subordination Agreement or any other Loan Document against the Borrower or the Junior Creditors, or any other Loan Party or of its properties property, in the courts of any jurisdiction. (b) Each of the parties hereto Borrower and the Junior Creditors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 Subordination Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Subordination Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.0110. Nothing in this Subordination Agreement will affect the right of any party to this Subordination Agreement or any other Loan Document to serve process in any other manner permitted by law. (d) If any party shall commence a proceeding to enforce any provisions of this Subordination Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorney's fees and other actual costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.