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

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the 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 Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York state court or federal court of the State United States 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 any the other Credit DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State state or, to the extent permitted by law, in such Federal federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such New York state or federal court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Documents in any court referred to in paragraph (a) of this SectionNew York state or federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than the Mortgages), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 hereto irrevocably consents to service of process in the manner provided for notices in Section 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower The Issuer hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive general jurisdiction of the Supreme Court New York State courts, sitting in the Borough of Manhattan, the State City of New York sitting in New York County and York, or the federal courts 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 Agreement Indenture or any other Credit Documentthe Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document Indenture shall affect any right that the Collateral Agent or any other Secured Party Holder may otherwise have to bring any action or proceeding relating to this Agreement Indenture or any other Credit Document the Notes against Holdings, the US Borrower Issuer or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower The 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 that 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 any other Credit Document the Notes in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and its successors hereunder (the “Process Agent”), as its agent to this Agreement receive 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 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, as applicable, 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 or 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 10New York City to act as its Process Agent. Nothing herein shall in this Agreement or any other Credit Document will affect way be deemed to limit the right of any party to this Agreement ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and the Borough of the United States District Court of the Southern District of New York, Manhattan) and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, Federal (to the extent permitted by law, in such Federal ) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction). (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings The Borrower and the US Borrower hereby each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Administrative Agent, the Collateral Agent, any Lender, any Issuing Bank, any Arranger, any Co-Documentation Agent or any Affiliate of the Supreme Court 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, 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, 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 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 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 Credit Loan Document shall affect any right that the Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower or their respective any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph clause (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1010.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Administrative Agent, each Lender, the Borrower and each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and City in the Borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentLoan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Loan Document in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 105.01. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the 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, in each case sitting in the Borough of Manhattan in the City 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 DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent any Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to enforce any award or judgment or exercise any rights under this Agreement or against any Collateral in any other Credit Document against Holdings, the US Borrower or their respective properties forum in the courts of any jurisdictionwhich Collateral is located. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (a) of this SectionSection 20. Each of Holdings and the US Borrower 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 1022. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Pledgor hereby irrevocably designates, appoints and empowers Holdings 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 and Holdings hereby accepts such designation and appointment.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any Lender, the Collateral Administrative Agent or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Parent, any Borrower or any other Credit Document against Holdings, the US Borrower Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing 9.01 agrees that service as so provided in this Agreement or is sufficient to confer personal jurisdiction over the applicable credit party in any other Credit Document will affect 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 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) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York America sitting in New York County and City in the Borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may will be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1010.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) To the extent that any party hereto has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, such party hereby waives such immunity in respect of its obligations hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 10.15(d) shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 Agreement, the Credit Agreement, any other Credit Loan Document, the Existing Notes Indenture or the Existing Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Agreement, the Credit Agreement, any other Credit Document against HoldingsLoan Document, the US Borrower Existing Notes Indenture or their respective the Existing Notes against each Guarantor or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or Agreement, the Credit Agreement, any other Credit Document Loan Document, the Existing Notes Indenture or the Existing Notes in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1015. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings The Parent, the Borrower and the US Borrower each Lender Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court 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 City, New YorkYork County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal federal court. Each of the Parent and the Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Parent or the Borrower, as the case may be, at the address specified therefor on Schedule 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other Credit Document against Holdings, the US Borrower Loan Party or their respective its properties in the courts of any jurisdictionjurisdiction in which the Parent, the Borrower or any of their properties is located. (b) Each of Holdings The Parent, the Borrower and the US Borrower each Lender Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby party hereto irrevocably and unconditionally submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to the nonexclusive exclusive general jurisdiction of the Supreme Court of the State of New York sitting in for the County of New York County (the “New York Supreme Court”), and of the United States District Court of for the Southern District of New YorkYork (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and any appellate court courts from any thereof, in any action or proceeding arising out either of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, them and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may brought solely in such New York Courts; provided that nothing in this agreement shall be enforced in deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other jurisdictions by suit on the judgment or legal action in any other manner provided by law. Nothing in this Agreement jurisdiction to realize on the Collateral or any other Credit Document shall affect any right that security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or Agent, (ii) any other Secured Party may otherwise have to bring party from bringing any legal action or proceeding relating to this Agreement in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any person, or decline (or, in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any other Credit Document against Holdingsof its subsidiaries or affiliates), the US Borrower such party from asserting a claim or their respective properties defense (including any claim or defense that this Section 5.14 would otherwise require to be asserted in the courts of a legal action or proceeding in a New York Court) in any jurisdictionsuch action or proceeding. (ba) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 hereto hereby irrevocably consents to and unconditionally agrees that service of process in any such action or proceeding may be effected by delivering by registered or certified mail (or substantially similar form of mail), postage prepaid, return receipt requested, a copy of such process to the manner applicable party at its address provided for notices in accordance with Section 10. Nothing in this Agreement or any other 10.1 of the Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by lawAgreement.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgmentjudgment (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein), and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) Without limiting the foregoing, each of the Loan Parties (other than any Loan Party organized under the laws of the United States or any State thereof or the District of Columbia) irrevocably designates, appoints and empowers as of the Closing Date, the Borrower (the “Process Agent”), with an office on the Closing Date at 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX, 00000, as its authorized designee, appointee and agent to receive, accept and acknowledge on its behalf and for its property, service of copies of the summons and complaint and any other process which may be served in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party or for recognition and enforcement of any judgment in respect thereof; such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the Process Agent at the Process Agent’s above address, and each such Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each of the Loan Parties (other than any Loan Party organized under the laws of the United States or any State thereof or the District of Columbia) further agrees to take any and all such action as may be necessary to maintain the designation and appointment of the Process Agent in full force in effect for a period of three years following the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder (other than contingent amounts not then due and payable); provided, that if the Process Agent shall cease to act as such, each such Loan Party agrees to promptly designate a new authorized designee, appointee and agent in New York City on the terms and for the purposes reasonably satisfactory to the Administrative Agent hereunder.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings The Borrower and the US Borrower hereby each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Administrative Agent, the Collateral Agent, any Lender, any Issuing Bank, any Arranger or any Affiliate of the Supreme Court 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, 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, 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 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 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 Credit Loan Document shall affect any right that the Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower or their respective any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph clause (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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) Each of Holdings The Borrowers and the US Borrower hereby each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Administrative Agent, the Collateral Agent, any Lender, any Arranger or any Affiliate of the Supreme Court 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, 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, 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 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 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 Credit Loan Document shall affect any right that the Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US any Borrower or their respective any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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 Loan Party party hereto irrevocably and unconditionally appoints (i) prior to the Spinoff Date, JCI, with an office on the date hereof at CT CORPORATION SYSTEM, 0000 XXXXXXXXX XXXXX, XXXXX 000, XXXXXXX, XX 00000, and its successors hereunder and (ii) on and after the Spinoff Date, the Subsidiary Borrower, with an office on the date hereof at THE CORPORATION COMPANY, 00000 XXXXXXXXX XXXX XXX 0000, XXXXXXX XXXXX, MI 48025, and its successors hereunder (in each case, the “Process Agent”), as its agent to receive on behalf of each such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against it in the State of New York; provided that to the extent the Process Agent is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia, the Process Agent agrees to maintain an office in the United States (which may be effected through a sub-agent) for service of process. Such service may be made by mailing or delivering a copy of such process to the respective Loan Party in care of the Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the respective Loan Party, or failure of the respective Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party party hereto 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 Process Agent to act as such. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. The Borrower Representative hereby represents and warrants that JCI has, and the Subsidiary Borrower will, consent to serve as such agent at such times set forth above.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender or any of their respective Related Parties in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the nonexclusive jurisdiction of the Supreme Court of the State of transactions relating hereto or thereto, in any forum other than 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, 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 agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdingsthe Borrower, the US Borrower Holdings or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement 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, 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 with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the 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 dollars, 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 dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the 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.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby parties hereto irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County 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, 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 waives the right to any other jurisdiction to which it may be entitled by reason of domicile, place of residence or any other reason and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties 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 other parties or any Affiliate thereof in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than such courts. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower or their respective any other Loan Party or its properties in the courts of any competent jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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) Each Subject to the final sentence of Holdings and this clause (a), each of the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America 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, any other Loan Document, any Other First Lien Agreement or any other Credit Documentthe 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 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 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 Agreement, any other Loan Document or any other Credit Document Other First Lien Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Agreement, any other Loan Document or any other Credit Document Other First Lien Agreement against Holdings, the US Borrower Holdings or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 Agreement, any other Loan Document or any other Credit Document Other First Lien Agreement in any New York State or federal court referred to of the United States of America sitting in paragraph (a) of this SectionNew York County, and any appellate court from any thereof. Each of Holdings and the US Borrower 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 106.01. Nothing in this Agreement Agreement, any other Loan Document or any other Credit Document Other First Lien Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby parties hereto irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County 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, 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 waives the right to any other jurisdiction to which it may be entitled by reason of domicile, place of residence or any other reason and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties 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 other parties or any Affiliate thereof in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than such courts, except as provided otherwise in any Specified Foreign Loan Document. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US any Borrower or their respective any other Loan Party (except Mexican Loan Parties) or its properties in the courts of any competent jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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 Loan Party party hereto irrevocably and unconditionally appoints the Lead Borrower, with an office on the date hereof at 00000 XXXXXXX XXXXX, XXXXXXXX, XX 00000, and its successors hereunder (in each case, the “Process Agent”), as its agent to receive on behalf of each such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against it in the State of New York and, in the case of Mexican Loan Parties, agree to grant before a notary public in Mexico an irrevocable power-of-attorney for lawsuits and collections (poder irrevocable para pleitos y cobranzas) in favor of the Process Agent in form and substance reasonably acceptable to the Administrative Agent or its counsel and to maintain such power-of-attorney in effect for at least 6 months after all amounts hereunder and under the other Loan Documents shall have been paid in full; provided that to the extent the Process Agent is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia, the Process Agent agrees to maintain an office in the United States (which may be effected through a sub-agent) for service of process. Such service may be made by mailing or delivering a copy of such process to the respective Loan Party in care of the Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the respective Loan Party, or failure of the respective Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party party hereto 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 Process Agent to act as such. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or any Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing 9.01 agrees that service as so provided in this Agreement or is sufficient to confer personal jurisdiction over the applicable credit party in any other Credit Document will affect 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 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) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any Lender, the Collateral Administrative Agent or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US any Borrower or any Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing 9.01 agrees that service as so provided in this Agreement or is sufficient to confer personal jurisdiction over the applicable credit party in any other Credit Document will affect 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 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) Each of Holdings and the US Borrower parties hereto (including, for avoidance of doubt, the Administrative Agent) hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the 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 Credit Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such 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 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 any other Credit Loan Document shall affect any right that the Collateral Agent Administrative Agent, any other Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower any Guarantor or their Grantor or its respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto (including, for avoidance of doubt, the Administrative Agent) hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Loan Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 106.01. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. Each party hereto hereby irrevocably and unconditionally: (a) Each of Holdings and the US Borrower hereby irrevocably and unconditionally submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general and exclusive jurisdiction of the Supreme Court of the State of New York sitting in for the County of New York County (the “New York Supreme Court”), and of the United States District Court of for the Southern District of New YorkYork sitting in the County of New York (the “Federal District Court”, and any appellate court from any thereoftogether with the New York Supreme Court, 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 judgmentthe “New York Courts”), and each appellate courts from either of the parties hereto hereby irrevocably and unconditionally agrees them; (b) consents that all claims in respect of any such action or proceeding may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower irrevocably and unconditionally waives, to the fullest maximum extent it may legally and effectively do sonot prohibited by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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.court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (c) Each party agrees that the New York Courts and appellate courts from either of them shall be the exclusive forum for any legal action or proceeding relating to this Agreement irrevocably consents and the other Loan Documents to which it is a party, and that it shall not initiate (or collusively assist in the initiation or prosecution of) any such action or proceeding in any court other than the New York Courts and appellate courts from either of them; provided that i. if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack) jurisdiction over the subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having such jurisdiction; ii. in the event that a legal action or proceeding is brought against any party hereto or involving any of its property or assets in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party shall be entitled to assert any claim or defense (including any claim or defense that this Section 9.15(c) would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding; iii. the Administrative Agent and the Lenders may bring any legal action or proceeding against any Loan Party in any jurisdiction in connection with the exercise of any rights under any Security Documents; provided that any Loan Party shall be entitled to assert any claim or defense (including any claim or defense that this Section 9.15(c) would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding; and iv. any party hereto may bring any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment; (d) each party hereto agrees that service of process in any such action or proceeding 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 Borrower, the applicable Lender or the applicable Agent, as the case may be, at the address specified in Section 10. Nothing in this Agreement 9.01 or at such other address of which each Agent, any other Credit Document will such Lender and the Lead Borrower shall have been notified pursuant thereto; and (e) agrees that nothing herein shall affect the right to effect service of any party to this Agreement to serve process in any other manner permitted by lawlaw or (subject to the preceding clause (c)) shall limit the right to xxx in any other jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”) in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentDocuments (other than as expressly set forth in other Credit Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Documents in the courts of any jurisdiction, except that each of the Credit Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Credit Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Credit Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 Borrower and each Guarantor not organized in the United States shall appoint CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 (or a permitted alternative) as its agent for service of process in the manner provided for notices in Section 10. Nothing in this Agreement any suit, action or any other Credit Document will affect the right of any party proceeding with respect to this Agreement to serve process and for actions brought under the U.S. federal or state securities laws brought in any other manner permitted by lawU.S. federal or state court located in the Borough of Manhattan in the County and City of New York.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State courts of New York State sitting in New York 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 this Agreement or any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Transaction Document shall affect any right that the Collateral Agent Trustee or any other Secured Party Creditor may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Transaction Document against Holdings, the US Borrower Pledgor or their respective properties any of its property in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower The Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Credit Document Transaction Documents in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 Pledgor hereby irrevocably designates and appoints CT Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as the agent of the Pledgor to this Agreement irrevocably consents to receive on its behalf service of all process brought against it with respect to any such proceeding in any such court in the manner provided State of New York, such service being hereby acknowledged by the Pledgor to be effective and binding on it in every respect. If for notices any reason such agent shall cease to be available to act as such, then the Pledgor shall promptly designate a new agent in Section 10the Borough of Manhattan in The City of New York. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, 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 Credit Documentthan 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 agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent any Lender or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or any Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Placement Agents may otherwise have to bring any action or proceeding relating to this Agreement against the Company or any other Credit Document against Holdings, the US Borrower or their respective properties Guarantor in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 Company and each of the Guarantors hereby irrevocably and unconditionally appoint CT Corporation System with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and its successors hereunder (the “Process Agent”), as its agent to this Agreement receive on behalf of each of the Company and the Guarantors, and its property of all writs, claims, processes, 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 the Company or any such Guarantor, as the case may be, in care of the Process Agent at the address specified above for the Process Agent, and each of the Company and the Guarantors 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 Company or any such Guarantor, as applicable, or failure of the Company or any such Guarantor, as applicable, to receive notice of such service of process in shall not impair or affect the manner provided for notices in Section 10. Nothing in this Agreement validity of such service on the Process Agent, the Company or any other Credit Document will affect the right Guarantor, or of any party judgment based thereon. Each of the Company and the Guarantors 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 this Agreement continue the designation of the Process Agent above in full force and effect, and to serve process cause the Process Agent to act as such. Each of the Company and the Guarantors further covenants and agrees to maintain at all times an agent with offices in any other manner permitted by law.New York City to act as its Process

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of any New York sitting State court in New York County and or the courts 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 this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt of the United States for the Southern District of New York. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Notwithstanding the foregoing, nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) New York State or the courts of this Sectionthe United States for the Southern District of New York. Each of Holdings and the US Borrower 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 CT Corporation System, Inc. presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and attorney-in-fact to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and attorney-in-fact shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this provision satisfactory to the Lender. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each 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 Borrower at the address specified for the Loan Parties in Section 9.01(a). Each Foreign Borrower hereby further agrees that service of process in any such action or proceeding brought in any such New York state court or in any such federal court may be made upon the Domestic Borrower at its address specified in Section 9.01(a), and each Foreign Borrower hereby irrevocably appoints the Domestic Borrower as its authorized agent to accept such service of process, and hereby irrevocably agrees that the failure of the Domestic Borrower to give any notice of such service to such Borrower shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent any Lender or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other Credit Document against Holdings, the US Borrower or any Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, Xxxxxxx xx Xxxxxxxxx) and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, Federal (to the extent permitted by law, in such Federal ) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction). (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court 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 New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentAmendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document Amendment shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document Amendment against Holdings, the US Borrower Borrowers, any Mortgaged Vessel Owning Subsidiary or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document Amendment in any New York State or Federal court referred to of the United States of America sitting in paragraph (a) the Borough of this SectionManhattan, and any appellate court from any thereof. Each of Holdings and the US Borrower 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 Amendment irrevocably consents to service of process in the manner provided for notices in Section 109.01 of the Amended Credit Agreement. Nothing in this Agreement or any other Credit Document Amendment will affect the right of any party to this Agreement Amendment to serve process in any other manner permitted by law. The Cayman Borrower hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the U.S. Borrower, presently located at 90 Xxxxxx Xxxxxx, 9th Floor, New York, New York 10014 (the “Process Agent”). The Cayman Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent to accept such service of any and all such writs, processes and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Cayman Borrower shall not impair or affect the validity of such service or of any judgment based thereon, and the U.S. Borrower hereby accepts its appointment as Process Agent for the Cayman Borrower. If the Process Agent shall cease to serve as agent for the Cayman Borrower to receive service of process hereunder, the Cayman Borrower, on behalf of itself, shall promptly appoint a successor agent reasonably satisfactory to the Administrative Agent. The Cayman Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent by registered or certified mail, postage prepaid, at its address set forth in Section 9.01 of the Amended Credit Agreement.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”) in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentDocuments (other than as expressly set forth in other Credit Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Documents in the courts of any jurisdiction, except that each of the Credit Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Credit Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Credit Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 Credit Party hereby irrevocably and unconditionally: (i) appoints the Borrower, with an office specified in Schedule 10.1, as the authorized agent (in such capacity, the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement irrevocably consents to or the transactions contemplated herein. (ii) agrees that service of process in any such action or proceeding may be effected by delivering a copy of such process to the manner provided Credit Parties in the care of the Authorized Agent at such Authorized Agent’s above address, and by mailing a copy thereof by registered or certified mail (or substantially similar form of mail), postage prepaid, to the Credit Parties at the address set forth in Schedule 10.1. (d) Each Credit Party hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as agent for notices service of process, and each Credit Party agrees to take any and all actions that may be necessary to continue such appointment in Section 10full force and effect as aforesaid. Nothing Service of process upon the Authorized Agent shall be deemed, in this Agreement or any other every respect, effective service of process upon such Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by lawParty.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”) in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentDocuments (other than as expressly set forth in other Credit Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Documents in the courts of any jurisdiction, except that each of the Credit Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Credit Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Credit Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 Credit Party hereby irrevocably and unconditionally: (i) appoints the Borrower, with an office specified in Schedule 10.1, as the authorized agent (in such capacity, the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement irrevocably consents to or the transactions contemplated herein. (ii) agrees that service of process in any such action or proceeding may be effected by delivering a copy of such process to the manner provided Credit Parties in the care of the Authorized Agent at such Authorized Agent’s above address, and by mailing a copy thereof by registered or certified mail (or substantially similar form of mail), postage prepaid, to the Credit Parties at the address set forth in Schedule 10.1. (d) Each Credit Party hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as agent for notices service of process, and each Credit Party agrees to take any and all actions that may be necessary to continue such appointment in Section 10full force and effect as aforesaid. Nothing Service of process upon the Authorized Agent shall be deemed, in this Agreement every respect, effective service of process upon such Credit Party. (e) Each Borrower and each Guarantor not organized in the United States shall appoint CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 (or a permitted alternative) as its agent for service of process in any other Credit Document will affect the right of any party suit, action or proceeding with respect to this Agreement to serve process and for actions brought under the U.S. federal or state securities laws brought in any other manner permitted by lawU.S. federal or state court located in the Borough of Manhattan in the County and City of New York.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby Mortgagor irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Mortgagee, any Secured Party, or any Affiliate of the Supreme Court foregoing, in any way relating to this Mortgage, any other Credit Agreement Document, the Indenture Document, any Specified 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 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 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 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 Credit Agreement Document, the Indenture Document or any Specified Other First Lien Agreement shall affect any right that the Collateral Agent Mortgagee or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Mortgage, any other Credit Document against HoldingsAgreement Document, the US Borrower Indenture Document or their respective any Specified Other First Lien Agreement against Mortgagor or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 Mortgage, the other Credit Agreement Documents, the Indenture Documents or any other Credit Document Specified Other First Lien Agreement in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 107.1. Nothing in this Agreement or any other Credit Document Mortgage will affect the right of any party to this Mortgage, any other Credit Agreement Document, the Indenture Document or any Specified Other First Lien Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 By the execution and delivery of this Agreement, each Loan Party (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement irrevocably consents that may be instituted in New York Courts, and acknowledges that CT has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. Each Loan Party further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as this Agreement is in effect; provided that each Loan Party, with respect to such Loan Party, may and to the extent CT ceases to be able to be served on the basis contemplated herein shall, by written notice to the Administrative Agent, designate such additional or alternative agent for service of process under this paragraph (c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for Parent or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Commonwealth of Puerto Rico or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above‑referenced documents, to the extent permitted by law. Nothing in this Agreement or Agreement, any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings The Seller Parent and the US Borrower Purchaser hereby irrevocably and unconditionally submits, for itself and its property, submit to the nonexclusive competent personal jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the 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 ) over any action or proceeding dispute arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of the transactions contemplated hereby to the exclusion of any judgmentother courts situated elsewhere, and each of the parties hereto Seller Parent and the Purchaser hereby irrevocably and unconditionally agrees that all claims in respect of such dispute or any such suit, action or proceeding related thereto may be heard and determined in any such New York State orcourt. The Seller Parent and the Purchaser hereby irrevocably waive, to the fullest extent permitted by lawapplicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such Federal courtcourt or any defense of inconvenient forum for the maintenance of such dispute. Each of The Seller Parent and the parties hereto agrees Purchaser agree that a final judgment in any such action or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdictionLaw. (b) Each of Holdings The Seller Parent and the US Borrower irrevocably and unconditionally waives, Purchaser hereby consents to the fullest extent it may legally and effectively do so, process being served by any objection that it may now or hereafter have party to the laying of venue of this Agreement in any suit, action or proceeding arising out by the delivery of or relating to this Agreement or any other Credit Document a copy thereof in any court referred to in paragraph (a) accordance with the provisions of this Section. Each of Holdings and the US Borrower 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 courtSection 6.6. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by lawTHE SELLER PARENT AND THE PURCHASER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York America sitting in New York County and City in the Borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may will be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1010.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) To the extent that any party hereto has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, such party hereby waives such immunity in respect of its obligations hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 10.15(d) shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court 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 New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt sitting in the Borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any New York State or Federal court referred to sitting in paragraph (a) the Borough of this SectionManhattan, and any appellate court from any thereof. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York state court or federal court of the State United States 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 any the other Credit DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State state or, to the extent permitted by law, in such Federal federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such New York state or federal court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Documents in any court referred to in paragraph (a) of this SectionNew York state or federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 By the execution and delivery of this Agreement, each Loan Party (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement irrevocably consents that may be instituted in New York Courts, and acknowledges that CT has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. Each Loan Party further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as this Agreement is in effect; provided that each Loan Party, with respect to such Loan Party, may and to the extent CT ceases to be able to be served on the basis contemplated herein shall, by written notice to the Administrative Agent, designate such additional or alternative agent for service of process under this paragraph (c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for the Borrower or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Commonwealth of Puerto Rico or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. Nothing in this Agreement or Agreement, any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and the Borough of the United States District Court of the Southern District of New YorkManhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentLoan Document 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 agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such New York State or, Federal (to the extent permitted by law, in such Federal ) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or against the Borrower, any other Credit Document against Holdings, the US Borrower Loan Party or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Loan Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent 172 QDI – A&R Credit Agreement (2014) permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State of New York United States sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement (including Article X) or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 By the execution and delivery of this Agreement irrevocably consents to Agreement, each Loan Party agrees that service of process upon such Loan Party and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, or (ii) the United States or the State of New York or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) Each of the Parent, Holdings and each Borrower hereby irrevocably and unconditionally appoints Corporation Service Company, with an office on the date hereof at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000-0000 and its successors hereunder (the “Process Agent”), as its agent to receive on behalf of the Parent, Holdings and such Borrower and their respective property 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 the Parent, Holdings or the respective Borrower (as applicable) in care of the Process Agent at the address specified above for the Process Agent, and each of the Parent, Holdings and each Borrower irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the Parent, Holdings or either or both Borrowers or failure of the Parent, Holdings or either or both Borrowers to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or the Parent, Holdings or either Borrower, or of any judgment based thereon. The Parent, Holdings and each Borrower each covenant and agree 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 delegation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 By the execution and delivery of this Agreement, each Loan Party (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement irrevocably consents that may be instituted in New York Courts, and acknowledges that CT has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. Each Loan Party further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as this Agreement is in effect; provided that each Loan Party, with respect to such Loan Party, may and to the extent CT ceases to be able to be served on the basis contemplated herein shall, by written notice to the Administrative Agent, designate such additional or alternative agent for service of process under this paragraph (c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for Parent or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Commonwealth of Puerto Rico or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above‑referenced documents, to the extent permitted by law. Nothing in this Agreement or Agreement, any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court 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 (together with any New YorkYork State court, the “New York Courts”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than the Collateral Documents to the extent otherwise set forth therein), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, provided that (i) if all such New York State courts decline jurisdiction over any Person, or decline (or in the case of the Federal court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction, and (ii) in the event that a legal action or proceeding is brought against any party hereto or involving any of its property or assets in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party shall be entitled to assert any claim or defense (including any claim or defense that this Section 10.15(a) would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect (x) any right that the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction, provided that any Loan Party shall be entitled to assert any claim or defense (including any claim or defense that this Section 10.15(a) would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding or (y) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1010.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (i) it will not bring any such action or proceeding in any court other than the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (ii) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, New York Courts. (ba) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State of New York United States sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement (including Article X) or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 By the execution and delivery of the Amendment Agreement, each Loan Party agrees that service of process upon such Loan Party and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, or (ii) the United States or the State of New York or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) Each of the Parent, Holdings and each Borrower hereby irrevocably and unconditionally appoints Corporation Service Company, with an office on the Amendment Effective Date at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000-0000 and its successors hereunder (the “Process Agent”), as its agent to receive on behalf of the Parent, Holdings and such Borrower and their respective property 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 the Parent, Holdings or the respective Borrower (as applicable) in care of the Process Agent at the address specified above for the Process Agent, and each of the Parent, Holdings and each Borrower irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the Parent, Holdings or either or both Borrowers or failure of the Parent, Holdings or either or both Borrowers to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or the Parent, Holdings or either Borrower, or of any judgment based thereon. The Parent, Holdings and each Borrower each covenant and agree 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 delegation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender or any of their respective Related Parties in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the nonexclusive jurisdiction of the Supreme Court of the State of transactions relating hereto or thereto, in any forum other than 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, 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 agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdingsthe Borrower, the US Borrower Holdings or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement 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, 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 with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the 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 dollars, 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 dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the 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.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Superior Court of the State Commonwealth of New York Massachusetts sitting in New York Suffolk County and of the United States District Court of the Southern Court, District of New YorkMassachusetts, sitting in Boston, Massachusetts, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Superior Court of the Commonwealth of Massachusetts or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent Agents, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other Credit Document against Holdings, the US Borrower Grantor or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court Court referred to in paragraph subparagraph (a) of this SectionSection other than a Court referred to in the last sentence of subparagraph (a) that is not referred to elsewhere in such subparagraph (a). Each of Holdings and the US Borrower 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 107.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the 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 Agreement, the Notes or any other Credit Notes Document, or for recognition or enforcement of any judgment, and the Company and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that all claims in respect arising out of or relating to this Agreement, the Notes or any such action or proceeding may other Notes Document brought by it shall be brought, and shall be heard and determined determined, exclusively in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Purchaser may otherwise have to bring any action or proceeding relating to this Agreement Agreement, the Notes or any other Credit Notes Document against Holdings, the US Borrower Company or their respective any Guarantor or any of its properties in the courts of any jurisdiction. (b) Each of Holdings The Company and the US Borrower each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any other Credit Notes Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 1011.01. Nothing in this Agreement Agreement, the Notes or any other Credit Notes Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby parties hereto irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County 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, 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 waives the right to any other jurisdiction to which it may be entitled by reason of domicile, place of residence or any other reason and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties 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 other parties or any Affiliate thereof in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than such courts, except as provided otherwise in any local law Security Documents. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document Guaranty shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty against any Guarantor or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any competent jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document Guaranty in any court referred to in paragraph (a) of this SectionSection 9. Each of Holdings and the US Borrower 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 109.15 of the Credit Agreement. Nothing in this Agreement or any other Credit Document Guaranty will affect the right of any party to this Agreement Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or tort or otherwise, against the nonexclusive jurisdiction Lenders or any Related Party of the Supreme Court of foregoing in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the State of transactions relating hereto or thereto, in any forum other than 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, 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 agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lenders may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 10‎Section 8.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Incremental Assumption Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Incremental Assumption Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Incremental Assumption Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Second Lien Term Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 Incremental Assumption Agreement or any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any Lender, the Collateral Administrative Agent or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or any Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing 9.01 agrees that service as so provided in this Agreement or is sufficient to confer personal jurisdiction over the applicable credit party in any other Credit Document will affect 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 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. (d) The Borrower hereby irrevocably designates, appoints and empowers Xxxxxxx Holdco 1, Inc., with offices on the Third Restatement Effective Date at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000, as its designee, appointee and agent to receive, accept and knowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the 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 the Lender under this agreement.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any of the other Credit DocumentTransaction Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Holder may otherwise have to bring any action or proceeding relating to this Agreement Agreement, the Notes or any of the other Credit Document against Holdings, the US Borrower or their respective properties Financing Agreements in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower . The Issuer irrevocably and unconditionally waiveswaives any right to claim a lack of jurisdiction should any Financing Agreement be enforced in the Country. The Issuer hereby irrevocably appoints CT Corporation System (the "Process Agent") with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of the fullest extent it Issuer and its property service of copies of the summons and complaint and any other process which may legally and effectively do so, be served in any objection that it may now or hereafter have to the laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or any other Credit Document Financing Agreement governed by New York law. Such service may be made by mailing or delivering a copy of such process to the Issuer in care of the Process Agent at the Process Agent's above address, and the Issuer hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Issuer also irrevocably consents to the service of any and all process in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 by sending copies of such court. (c) Each party process by mail to this Agreement irrevocably consents to service of process in the manner provided for notices Issuer at its address specified in Section 109.1. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1010.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Administrative Agent, each Lender and the Borrower hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1011.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Administrative Agent, each Lender, the Borrower and each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any other Credit Indenture Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any other Credit Indenture Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any other Credit Indenture Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Restricted Group Member hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Restricted Group Member or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Restricted Group Member hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 1010.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) To the extent that any Restricted Group Member has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, such Restricted Group Member hereby waives such immunity in respect of its obligations hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 10.15(d) shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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, except to the extent that the provisions of the Bankruptcy Code are applicable and specifically conflict with the foregoing, in any action or proceeding arising out of or relating to this Agreement or any other Credit Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Loan Document shall affect any right that the Collateral Agent Agent, the Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower any Grantor or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Loan Document in any court referred to in paragraph (a) of this SectionSection 7.14. Each of Holdings and the US Borrower Loan 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 to this Agreement of the Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 107.01. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement the Collateral Agent to serve process in any other manner permitted by law. Notwithstanding any other provision of this Section 7.14, the Bankruptcy Court shall have exclusive jurisdiction over any action or dispute involving, relating to or arising out of this agreement or the other DIP Loan Documents.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings The Borrower and the US Borrower hereby each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against any Administrative Agent, the nonexclusive jurisdiction Collateral Agent, any Lender, any Issuing Bank, any Arranger or any Affiliate of the Supreme Court 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, 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, 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 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 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 Credit Loan Document shall affect any right that the Collateral Agent any Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower or their respective any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph clause (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or tort or otherwise, against the nonexclusive jurisdiction Lender or any Related Party of the Supreme Court of foregoing in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the State of transactions relating hereto or thereto, in any forum other than 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, 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 agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 108.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court 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 each case state or federal, in New York City in the Southern District borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 By the execution and delivery of this Agreement, each Loan Party (i) submits to the jurisdiction of New York Courts in connection with any suit or proceeding arising out of or relating to this Agreement irrevocably consents to and (ii) agrees that service of process upon such Loan Party and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, or (ii) the United States or the State of New York or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County State court or Federal court NYDOCS02/1012476.10 KCSR - Amendment No 1 to 9 Second Amended and Restated Credit Agreement 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, in any action or proceeding arising out of or relating to this Agreement or any other Credit Documentof the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Amendment or any other Credit Document of the transactions contemplated hereby in any New York State or Federal court referred to sitting in paragraph (a) the Borough of this SectionManhattan in New York City. Each of Holdings and the US Borrower 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 . NYDOCS02/1012476.10 KCSR - Amendment No 1 to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Agreement or any other 10 Second Amended and Restated Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.Agreement

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents (other than as expressly set forth in other Loan Documents), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 By the execution and delivery of this Agreement, each Loan Party (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System, with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement irrevocably consents that may be instituted in New York Courts, and acknowledges that CT has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT and written notice of said service to any Loan Party in accordance with the manner provided for notices in Section 109.01 shall be deemed in every respect effective service of process upon such Loan Party, in any such suit or proceeding. Each Loan Party further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as this Agreement is in effect; provided that each Loan Party, with respect to such Loan Party, may and to the extent CT ceases to be able to be served on the basis contemplated herein shall, by written notice to the Administrative Agent, designate such additional or alternative agent for service of process under this paragraph (c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for the Borrower or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Commonwealth of Puerto Rico or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. Nothing in this Agreement or Agreement, any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each To the extent permitted by law, each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party, any Subordinated Creditor or any other Credit Document against Holdings, the US Borrower or of their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in the first sentence of paragraph (a) of this Section. Each of Holdings and the US Borrower 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 of the Subordinated Creditors and each of the Loan Parties irrevocably consents to service of process in the manner provided for notices in Section 105.1. Each of the Subordinated Creditors (other than any Subordinated Creditor organized in or having offices in New York City) and each of the Loan Parties hereby irrevocably designates, appoints and empowers CT Corporation System, with offices on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to receive and accept for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding described in paragraph (a) above. If for any reason such designee, appointee and agent shall cease to act as such, each of the Subordinated Creditors (other than any Subordinated Creditor organized in or having offices in New York City) and each of the Loan Parties 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 the Agents. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction and venue of any New York State court sitting in the Supreme Court of the State County of New York sitting in New York County and York, or any Federal court of the United States District Court of America sitting in the Southern District of New York, York and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgmentAgreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State court, or, to the extent permitted by law, by removal or otherwise, in such 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 New York State court or, to the extent permitted by law, by removal or otherwise, in such Federal court. If such New York State court or such Federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other court with jurisdiction. No party to this Agreement may move to (i) transfer any such suit, action or proceeding from such New York State court (other than to remove to such Federal court), or from any Federal court sitting in the Southern District of New York to another jurisdiction or district, (ii) consolidate any such suit, action or proceeding brought in such New York State court or such Federal court with a suit, action or proceeding in another jurisdiction or district or (iii) dismiss any such suit, action or proceeding brought in such New York State court or such Federal court for the purpose of bringing the same in another jurisdiction. Each of the parties hereto party agrees that a final judgment in any such suit, 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 any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally waives, to the fullest 15 extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State court sitting in the County of New York, or any other Credit Document Federal court sitting in any court referred to in paragraph (a) the Southern District of this SectionNew York. Each of Holdings and the US Borrower party 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 court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Agreement or any other Credit Document will affect court and further waives the right of any party to this Agreement object, with respect to serve process in any other manner permitted by lawsuch suit, action or proceeding, that such court does not have jurisdiction over such party.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than with respect to actions in respect of rights under any Security Document governed by laws other Credit Documentthan 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing , and the parties hereto agree that the Agents and Lenders retain the right to serve process in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have manner permitted by law and to bring proceedings against any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Documents or the enforcement of any judgment. Each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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. . Each of Holdings, the Borrowers and their Subsidiaries hereby irrevocably designates, appoints and empowers the U.S. Borrower (cincluding any replacement process agent reasonably acceptable to the Administrative Agent, the “Process Agent”) Each party (and the U.S. Borrower hereby accepts and agrees to serve as Process Agent), in the case of any suit, action or proceeding brought in the United States of America 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 action or proceeding arising out of or in connection with this Agreement or any other Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such person in care of the Process Agent at the Process Agent’s address, and each of Holdings, the Borrowers and their Subsidiaries hereby irrevocably consents authorizes and directs the Process Agent to accept such service of process in the manner provided for notices in Section 10on its behalf. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentFinance Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Finance Documents against any other Credit Document against Holdings, the US Borrower Obligor or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Credit Document Finance Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower hereby parties hereto thereby 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 Obligors (other than an Obligor incorporated in the US) irrevocably designates and appoints CT Corporation (the “Process Agent”) as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Agreement irrevocably consents or the Other Finance Documents that may be instituted in any Federal or state court in the State of New York. Each such Obligor hereby agrees that service of any process, summons, notice or document by US registered mail addressed to the Process Agent, with written notice of said service to such Obligor at its address for notices shall be effective service of process for any action, suit or proceeding brought in the manner provided for notices in Section 10any such court. Nothing in this Agreement or Each such Obligor further agrees to take any other Credit Document will affect the right and all action, including execution and filing of any party and all such documents and instruments, as may be necessary to continue the designation and appointment of the Process Agent for a period of six years from the date of this Agreement to serve process in any other manner permitted by lawAgreement.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Bankruptcy Court, and if the Bankruptcy Court does not have (or abstains from) jurisdiction, non-exclusive jurisdiction of any New York State court or federal court of the State United States of New York America sitting in the borough of Manhattan 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 thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than with respect to actions in respect of rights under any Security Document governed by laws other Credit Documentthan 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in the Bankruptcy Court (or, as applicable, such New York State or, to the extent permitted by law, in such Federal courtCourt). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing , and the parties hereto agree that the Agents and Lenders retain the right to serve process in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have manner permitted by law and to bring proceedings against any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties Loan Party in the courts of any jurisdictionother jurisdiction in connection with the exercise of any rights under any Security Documents or the enforcement of any judgment. Each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than the Bankruptcy Court, and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or set-off, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the Bankruptcy Court. (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 the Bankruptcy Court or any other Credit Document in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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. . Each of Holdings, the Borrowers and the Subsidiaries hereby irrevocably designates, appoints and empowers the US Borrower (cincluding any replacement process agent reasonably acceptable to the Administrative Agent, the “Process Agent”) Each party (and the US Borrower hereby accepts and agrees to serve as Process Agent), in the case of any suit, action or proceeding brought in the United States of America 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 action or proceeding arising out of or in connection with this Agreement or any other Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such person in care of the Process Agent at the Process Agent’s address, and each of Holdings, the Borrowers and the Subsidiaries hereby irrevocably consents authorizes and directs the Process Agent to accept such service of process in the manner provided for notices in Section 10on its behalf. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings The Borrower and the US Borrower hereby each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Administrative Agent, the Collateral Agent, any Lender, any Arranger or any Affiliate of the Supreme Court 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, Borough of Manhattan, and of the United States District Court Xxxxxx Xxxxxx Xxxxxxxx Xxxxx of the Southern District of New York, sitting in New York County, Borough of Manhattan, 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 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 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 Credit Loan Document shall affect any right that the Collateral Agent Administrative Agent, any Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower or their respective any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Notes Indenture Document, any Other Second 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 agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the 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 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 any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 Agreement, any other Notes Indenture Document or any other Credit Document Other Second Lien Agreement in any New York State or federal court referred to of the United States of America sitting in paragraph (a) of this SectionNew York County, and any appellate court from any thereof. Each of Holdings and the US Borrower 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 107.01. Nothing in this Agreement Agreement, any other Notes Indenture Document or any other Credit Document Other Second Lien Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each During the pendency of Holdings and the US Borrower Cases, each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the 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 YorkBankruptcy Court, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgmentjudgment (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein), and each of the parties hereto hereby irrevocably and unconditionally agrees that, during the pendency of the Cases, all claims in respect of any such action or proceeding may be heard and determined in such Bankruptcy Court (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein). Following the close of the Cases, the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein), and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdictionjurisdiction following the close of the Cases. (b) Each of Holdings and the US Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings the Loan Parties, the Agents and the US Borrower Lenders hereby irrevocably and unconditionally submits, for itself and its property, property (other than with respect to actions by any Agent in respect of rights under any Security Document governed by laws other than the nonexclusive jurisdiction of the Supreme Court laws of the State of New York sitting in or with respect to any Collateral subject thereto), to the exclusive jurisdiction of any New York County and State court or federal court of the United States District Court sitting in the Borough of the Southern District of Manhattan, New YorkYork County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the Loan Parties 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 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 any other Credit Document Section 8.14) shall affect any right that the Collateral any Lender or Agent or any other Secured Party may otherwise have to serve process in any other manner permitted by law or to bring any action or proceeding relating to enforce this Agreement or the other Loan Documents against the Borrower or any other Credit Document against Holdings, the US Borrower or their respective properties Loan Party in the courts of any jurisdictionother jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment. (b) Each of Holdings the Loan Parties, the Agents, and the US Borrower Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any New York State or federal court referred to sitting in paragraph (a) the Borough of this SectionManhattan, New York County. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the Supreme Court 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 New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtfederal court sitting in the Borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Loan Document shall affect any right that the Collateral Agent, the Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement Agreement, any other Loan Document or any other Credit Document Collateral against Holdings, the US Borrower any Grantor or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any New York State or federal court referred to sitting in paragraph (a) the Borough of this SectionManhattan, and any appellate court from any thereof. Each of Holdings and the US Borrower 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 Grantor hereby irrevocably designates, appoints and empowers Corporation Service Company (whose current address is: 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000, X.X.X.) (including any replacement agent as provided below, the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America 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 action or proceeding arising out of or in connection with this Agreement or any other Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Process Agent at the Process Agent’s above address, and each of the parties hereto hereby irrevocably consents authorizes and directs the Process Agent to accept such service of process in the manner provided for notices in Section 10on its behalf. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement the Collateral Agent to serve process in any other manner permitted by law. Each of the parties hereto agrees that a failure by the Process Agent for service of process to notify the relevant Grantor of the process will not invalidate the proceedings concerned.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other Credit Document against Holdings, the US Borrower Guarantor or their respective its properties in the courts of any jurisdiction, except that each of the Guarantors agrees that (i) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (ii) in any such action or proceeding brought against any Guarantor in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Guarantor from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 1013. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court 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 thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 hereto irrevocably consents to service of process in the manner provided for notices in Section 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement hereto to serve process in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of or 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 the other Credit DocumentSupport Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Support Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Support Document against Holdings, the US Borrower any Guarantor or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Support Document in any court referred to in paragraph (a) of this Section. Each of Holdings and the US Borrower 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 1013. Each Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System, with offices on the date hereof at 111 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xx its designee, appointee and agent to receive and accept for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding described in (a) above. If for any reason such designee, appointee and agent shall cease to act as such, each Guarantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Collateral Agent under this Agreement. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Loan Document shall affect any right that the Collateral Agent, the Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US Borrower any Grantor or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Loan Document in any court referred to in paragraph (a) of this Section (it being understood that such waiver shall not require any suit, action or proceeding initiated in any court to be remanded or removed to any court referred to in paragraph (a) of this Section). Each of Holdings and the US Borrower Loan 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 to this Agreement of the Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 107.01. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement the Collateral Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of 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, in any action or proceeding arising out of or relating to this Agreement or Agreement, the Credit Agreement, any other Credit Loan Document, the Existing Notes Indenture or the Existing Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or Agreement, the Credit Agreement, any other Credit Document against HoldingsLoan Document, the US Borrower Existing Notes Indenture or their respective the Existing Notes against each Guarantor or its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or Agreement, the Credit Agreement, any other Credit Document Loan Document, the Existing Notes Indenture or the Existing Notes in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court 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 (together with any New YorkYork State court, the “New York Courts”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty or any the other Credit DocumentLoan Documents (other than the Collateral Documents to the extent otherwise set forth therein), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, provided that (i) if all such New York State courts decline jurisdiction over any Person, or decline (or in the case of the Federal court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction, and (ii) in the event that a legal action or proceeding is brought against any party hereto or involving any of its property or assets in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party shall be entitled to assert any claim or defense (including any claim or defense that this Section 16 would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document Guaranty shall affect (x) any right that the Administrative Agent, the Collateral Agent Agent, the Issuing Bank or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any the other Credit Document Loan Documents against Holdings, the US Borrower Guarantor or their respective its properties in the courts of any jurisdiction, provided that any Guarantor shall be entitled to assert any claim or defense (including any claim or defense that this Section 16 would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any such action or proceeding or (y) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment. (ba) Each of Holdings and the US Borrower Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 Guaranty or any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 Guaranty irrevocably consents to service of process in the manner provided for notices in Section 109. Nothing in this Agreement or any other Credit Document Guaranty will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than with respect to actions in respect of rights under any Security Document governed by laws other Credit Documentthan 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing , and the parties hereto agree that the Agents and Lenders retain the right to serve process in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have manner permitted by law and to bring proceedings against any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Documents or the enforcement of any judgment. Each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby parties hereto irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County 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, 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 waives the right to any other jurisdiction to which it may be entitled by reason of domicile, place of residence or any other reason and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties 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 other parties or any Affiliate thereof in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than such courts, except as provided otherwise in any Specified Foreign Loan Document. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in -155- this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Loan Document against Holdings, the US any Borrower or their respective any other Loan Party (except Mexican Loan Parties) or its properties in the courts of any competent jurisdiction. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionSection 9.15. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit 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 Loan Party party hereto irrevocably and unconditionally appoints the Lead Borrower, with an office on the date hereof at 00000 XXXXXXX XXXXX, XXXXXXXX, XX 00000, and its successors hereunder (in each case, the “Process Agent”), as its agent to receive on behalf of each such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against it in the State of New York and, in the case of Mexican Loan Parties, agree to grant before a notary public in Mexico an irrevocable power-of-attorney for lawsuits and collections (poder irrevocable para pleitos y cobranzas) in favor of the Process Agent in form and substance reasonably acceptable to the Administrative Agent or its counsel and to maintain such power-of-attorney in effect for at least 6 months after all amounts hereunder and under the other Loan Documents shall have been paid in full; provided that to the extent the Process Agent is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia, the Process Agent agrees to maintain an office in the United States (which may be effected through a sub-agent) for service of process. Such service may be made by mailing or delivering a copy of such process to the respective Loan Party in care of the Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the respective Loan Party, or failure of the respective Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party party hereto 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 Process Agent to act as such. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and the Borough of the United States District Court of the Southern District of New York, Manhattan) and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, Federal (to the extent permitted by law, in such Federal ) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Loan Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents 208 US-DOCS\97700238.15141444430.9 in the courts of any jurisdiction, except that each of the Loan Parties agrees that it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction). (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit DocumentGuaranty, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document Guaranty shall affect any right that the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement Guaranty against the Guarantor or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (ba) Each of Holdings and the US Borrower The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Credit Document Guaranty in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 Guaranty irrevocably consents to service of process in the manner provided for notices in Section 1012. Nothing in this Agreement or any other Credit Document Guaranty will affect the right of any party to this Agreement Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings the Borrower, the Agents, the Issuing Banks and the US Borrower Lenders hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal 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 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 any (other Credit Document than Section 8.09) shall affect any right that the Collateral Agent any Lender or any other Secured Party Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or any Loan Party or their respective properties in the courts of any jurisdiction. (b) Each of Holdings the Borrower, the Agents, the Issuing Banks and the US Borrower Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any New York State or federal court referred to sitting in paragraph (a) of this SectionNew York County. Each of Holdings and the US Borrower 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 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Administrative Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The Administrative Agent, each Lender and the Borrower hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States 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 any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any Lender, the Collateral Agent Administrative Agent, the Swing Line Bank or any other Secured Party the Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any New York State or Federal court referred to located in paragraph (a) of this SectionNew York City. Each of Holdings and the US Borrower 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 CT Corporation System, Inc. presently located at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and attorney-in-fact to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and attorney-in-fact shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this provision satisfactory to the Administrative Agent. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than with respect to actions in respect of rights under any Security Document governed by laws other Credit Documentthan 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing , and the parties hereto agree that the Agents and Lenders retain the right to serve process in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have manner permitted by law and to bring proceedings against any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Documents or the enforcement of any judgment. Each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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. . Each of Holdings, the Borrowers and their Restricted Subsidiaries hereby irrevocably designates, appoints and empowers the U.S. Borrowers (cincluding any replacement process agent reasonably acceptable to the Administrative Agent, each a “Process Agent”) Each party (and the U.S. Borrowers hereby accept and agree to serve as Process Agent), in the case of any suit, action or proceeding brought in the United States of America 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 action or proceeding arising out of or in connection with this Agreement or any other Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such person in care of any Process Agent at such Process Agent’s address, and each of Holdings, the Borrowers and the Restricted Subsidiaries hereby irrevocably consents authorizes and directs each Process Agent to accept such service of process in the manner provided for notices in Section 10on its behalf. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and City in the borough of the United States District Court of the Southern District of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentSecurities Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Securities Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Securities Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Securities Party from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Securities Document in any New York State or federal court referred to of the United States of America sitting in paragraph (a) New York City in the borough of this SectionManhattan, and any appellate court from any thereof. Each of Holdings and the US Borrower 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 108.01. Nothing in this Agreement or any other Credit Securities Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court New York state court located in the Borough of the State Manhattan, City of New York sitting in New York County and of or the United States District Court of for the Southern District of New YorkYork (as applicable, the "New York Court"), and any appellate court from any thereofsuch court, in any action or proceeding arising out of or relating to this Agreement or any other Credit Constituent Document, or for recognition or enforcement of any judgmentjudgment resulting from any such proceeding, and each of the parties hereto party hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such the New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdictionCourt. (b) It will be a condition precedent to each party's right to bring any such proceeding that such proceeding, in the first instance, be brought in the New York Court (unless such proceeding is brought solely to obtain discovery or to enforce a judgment), and if each such court refuses to accept jurisdiction with respect thereto, such proceeding may be brought in any other court with jurisdiction; provided that the foregoing will not apply to any proceeding by a party seeking indemnification or contribution pursuant to any Constituent Document or otherwise in respect of a proceeding against such party by a third party if such proceeding by such party seeking indemnification or contribution is brought in the same court as the proceeding against such party. (c) No party may move to (i) transfer any such proceeding from the New York Court to another jurisdiction, (ii) consolidate any such proceeding brought in the New York Court with a proceeding in another jurisdiction, or (iii) dismiss any such proceeding brought in the New York Court for the purpose of bringing the same in another jurisdiction. (d) Each of Holdings and the US Borrower party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection that 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 any other Credit Document the Constituent Documents in any court referred to in paragraph the New York Court, (aii) of this Section. Each of Holdings and the US Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. , and (ciii) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement object, with respect to serve process in any other manner permitted by law.such proceeding, that such court does not have jurisdiction over such

Jurisdiction; Consent to Service of Process. (a1) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCounty, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than with respect to actions in respect of rights under any Security Document governed by laws other Credit Documentthan 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 agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing , and the parties hereto agree that the Agents and Lenders retain the right to serve process in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have manner permitted by law and to bring proceedings against any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Documents or the enforcement of any judgment. Each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. (b2) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of Holdings and the US Borrower 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. . Each of Holdings, the Borrowers and the Restricted Subsidiaries hereby irrevocably designates, appoints and empowers the US Borrower (cincluding any replacement process agent reasonably acceptable to the Administrative Agent, the “Process Agent”) Each party (and the US Borrower hereby accepts and agrees to serve as Process Agent), in the case of any suit, action or proceeding brought in the United States of America 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 action or proceeding arising out of or in connection with this Agreement or any other Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such person in care of the Process Agent at the Process Agent’s address, and each of Holdings, the Borrowers and the Restricted Subsidiaries hereby irrevocably consents authorizes and directs the Process Agent to accept such service of process in the manner provided for notices in Section 10on its behalf. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby party hereto irrevocably and unconditionally submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to the nonexclusive exclusive general jurisdiction of the Supreme Court of the State of New York sitting in for the County of New York County (the “New York Supreme Court”), and of the United States District Court of for the Southern District of New YorkYork (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and any appellate court courts from any thereof, in any action or proceeding arising out either of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, them and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may brought solely in such New York Courts; provided that nothing in this agreement shall be enforced in deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other jurisdictions by suit on the judgment or legal action in any other manner provided by law. Nothing in this Agreement jurisdiction to realize on the Collateral or any other Credit Document shall affect any right that security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or Agent, (ii) any other Secured Party may otherwise have to bring party from bringing any legal action or proceeding relating to this Agreement in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any person, or decline (or, in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any other Credit Document against Holdingsof its subsidiaries or affiliates), the US Borrower such party from asserting a claim or their respective properties defense (including any claim or defense that this Section 5.14 would otherwise require to be asserted in the courts of a legal action or proceeding in a New York Court) in any jurisdictionsuch action or proceeding. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 hereto hereby irrevocably consents to and unconditionally agrees that service of process in any such action or proceeding may be effected by delivering by registered or certified mail (or substantially similar form of mail), postage prepaid, return receipt requested, a copy of such process to the manner applicable party at its address provided for notices in accordance with Section 10. Nothing in this Agreement or any other Credit Document will affect 1.10 of the Indenture. (d) Each party hereto irrevocably and unconditionally agrees that the Collateral Agent retains the right of any party to this Agreement 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 in connection with the exercise of any rights under this Agreement or the enforcement of any judgment.

Jurisdiction; Consent to Service of Process. (a) Each All actions and proceedings arising out of Holdings or relating to this Agreement shall be heard and the US Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of determined in (i) the Supreme Court of the State of New York sitting in York, New York County and County, located in the Borough of Manhattan in the City of New York, or (ii) the United States District Court of for the Southern District of New York, and any appellate court from any thereofas applicable. In addition, 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 (A) submits to the jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding may be heard proceeding, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it will not bring any action relating to this Agreement or the Transactions in any court other than such courts specified in clauses (i) and determined (ii) above and (D) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or the Transactions. The consents to jurisdiction set forth in such this paragraph shall not constitute general consents to service of process in the State of New York State orYork. The parties hereto agree that service of process by certified mail, return receipt requested, to the extent permitted by law, address for notices set out in such Federal courtSection 10.01 shall be sufficient to satisfy all legal requirements for service of process. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against Holdings, the US Borrower or their respective properties in the courts of any jurisdictionapplicable Law. (b) Each of Holdings and the US Borrower irrevocably and unconditionally waivesNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, to the fullest extent it may legally and effectively do soEACH OF THE PARTIES HERETO EXPRESSLY AGREE (I) THAT IT WILL NOT BRING OR SUPPORT ANY ACTION, any objection that it may now or hereafter have to the laying of venue of any suitWHETHER IN LAW OR IN EQUITY, action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE AGENTS, ARRANGERS, LENDERS OR ENTITIES COMMITTING TO PROVIDE FINANCING IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION, THE COMMITMENT LETTER, AND THE PARTIES TO ANY JOINDER AGREEMENTS, INDENTURES OR CREDIT AGREEMENTS ENTERED PURSUANT THERETO OR RELATING THERETO, TOGETHER WITH THEIR RESPECTIVE AFFILIATES AND ANY SUCH AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES INVOLVED IN ANY SUCH FINANCING AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (aCOLLECTIVELY, THE “FINANCING SOURCES”) of this SectionARISING OUT OF, OR RELATING TO, THIS AGREEMENT, THE TRANSACTION OR THE COMMITMENT LETTER IN ANY FORUM OTHER THAN ANY STATE OR FEDERAL COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, (II) TO WAIVE AND HEREBY WAIVES (1) ANY RIGHT TO TRIAL BY JURY, (2) ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY PROCEEDING IN ANY SUCH COURT REFERRED TO IN CLAUSE (II), (3) THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH PROCEEDING IN ANY SUCH COURT REFERRED TO IN CLAUSE (II), AND (4) AGREE THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR ANY OTHER MANNER PROVIDED BY LAW, IN EACH CASE, IN RESPECT OF ANY SUCH ACTION AND (III) THAT ANY SUCH ACTION (OR INTERPRETATION OF THIS AGREEMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE. Each of Holdings and the US Borrower hereby irrevocably waivesNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, to the fullest extent permitted by lawEACH OF THE PARTIES HERETO EXPRESSLY AGREES THAT NONE OF THE FINANCING SOURCES WILL HAVE ANY LIABILITY OR OBLIGATION TO THE COMPANY, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtANY COMPANY AFFILIATE, ANY SELLER OR THE SHAREHOLDER REPRESENTATIVE RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE TRANSACTION OR THE COMMITMENT LETTER, WHETHER AT LAW, OR EQUITY, IN CONTRACT, IN TORT OR OTHERWISE, AND NONE OF THE COMPANY, ANY COMPANY AFFILIATE, ANY SELLER OR THE SHAREHOLDER REPRESENTATIVE WILL HAVE ANY DIRECT RIGHTS OR CLAIMS AGAINST ANY OF THE FINANCING SOURCES UNDER THE COMMITMENT LETTER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH OF THE PARTIES HERETO EXPRESSLY AGREES THAT IN NO EVENT SHALL THE COMPANY, ANY COMPANY AFFILIATE, ANY SELLER OR THE SHAREHOLDER REPRESENTATIVE BE ENTITLED TO SEEK THE REMEDY OF SPECIFIC PERFORMANCE OF THIS AGREEMENT OR THE COMMITMENT LETTER AGAINST THE FINANCING SOURCES; PROVIDED THAT NOTHING HEREIN TO THE CONTRARY SHALL PROHIBIT (I) PARENT FROM ENFORCING ITS RIGHTS DIRECTLY AGAINST THE FINANCING SOURCES UNDER THE COMMITMENT LETTER OR CAUSING THE FINANCING SOURCES TO FUND (INCLUDING BY SEEKING SPECIFIC PERFORMANCE THEREUNDER) PURSUANT TO THE COMMITMENT LETTER AND (II) THE COMPANY OR THE SHAREHOLDER REPRESENTATIVE FROM SEEKING SPECIFIC PERFORMANCE PURSUANT TO SECTION 10.09 TO CAUSE PARENT TO COMPLY WITH SECTION 6.11. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower hereby party hereto irrevocably and unconditionally submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to the nonexclusive exclusive general jurisdiction of the Supreme Court of the State of New York sitting in for the County of New York County (the “New York Supreme Court”), and of the United States District Court of for the Southern District of New YorkYork (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and any appellate court courts from any thereof, in any action or proceeding arising out either of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, them and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may brought solely in such New York Courts; provided that nothing in this agreement shall be enforced in deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other jurisdictions by suit on the judgment or legal action in any other manner provided by law. Nothing in this Agreement jurisdiction to realize on the Collateral or any other Credit Document shall affect any right that security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent or Agent, (ii) any other Secured Party may otherwise have to bring party from bringing any legal action or proceeding relating to this Agreement in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any person, or decline (or, in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any other Credit Document against Holdingsof its subsidiaries or affiliates), the US Borrower such party from asserting a claim or their respective properties defense (including any claim or defense that this Section 5.14 would otherwise require to be asserted in the courts of a legal action or proceeding in a New York Court) in any jurisdictionsuch action or proceeding. (b) Each of Holdings and the US Borrower parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 hereto hereby irrevocably consents to and unconditionally agrees that service of process in any such action or proceeding may be effected by delivering by registered or certified mail (or substantially similar form of mail), postage prepaid, return receipt requested, a copy of such process to the manner applicable party at its address provided for notices in accordance with Section 10. Nothing in this Agreement or any other 10.1 of the Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by lawAgreement.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York state court or federal court of the State United States 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 any the other Credit DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State state or, to the extent permitted by law, in such Federal federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such New York state or federal court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Documents against Holdings, the US Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Documents in any court referred to in paragraph (a) of this SectionNew York state or federal court. Each of Holdings and the US Borrower 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 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of any New York sitting State court in New York County and or the courts 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 this Agreement or any the other Credit DocumentLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt of the United States for the Southern District of New York. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right that any Lender, the Collateral Agent Administrative Agent, any Swing Line Bank or any other Secured Party Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Credit Document Loan Documents against Holdings, the US either Borrower or their respective its properties in the courts of any jurisdiction. (b) Each of Holdings and the US Borrower Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any the other Credit Document Loan Documents in any court referred to in paragraph (a) New York State or the courts of this Sectionthe United States for the Southern District of New York. Each of Holdings and the US Borrower 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 of the Borrowers hereby irrevocably designates, appoints and empowers CT Corporation System, Inc. presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and attorney-in-fact to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and attorney-in-fact shall cease to be available to act as such, each Borrower agrees to designate a new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this provision satisfactory to the Administrative Agent. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 109.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court 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 each case federal or state, in New York City in the Southern District Borough of New YorkManhattan, and any appellate court from any thereofthereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or any other Credit DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Loan Document shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Credit Document against Holdings, the US Borrower or their respective properties Loan Documents in the courts of any jurisdiction, except that each of the Pledgors agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Pledgors that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Pledgor in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Pledgor from asserting or seeking the same in the New York Courts. (b) Each of Holdings and the US Borrower party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that 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 any other Credit Document in any court referred to in paragraph (a) of this SectionNew York Court. Each of Holdings and the US Borrower 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 105.01. Nothing in this Agreement or any other Credit Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. By the execution and delivery of this Agreement, each Loan Party submits to the jurisdiction of New York Courts in connection with any suit or proceeding arising out of or relating to this Agreement. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, or (ii) the United States or the State of New York or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the other Loan Documents or actions to enforce judgments in respect of any thereof, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.