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

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, Grantors agrees that any suit for itself and its property, to the exclusive jurisdiction enforcement of this Agreement or any other Loan Document may be brought in the courts of the State of New York State court or Federal court of the United States of America sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in New York Cityits sole discretion, and any appellate court from any thereof, in any suit, action or proceeding arising out consents to the non-exclusive jurisdiction of or relating such courts. Each party to this Agreement and hereby waives any objection which it may now or hereafter have to the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect venue of any such action suit or proceeding may be heard any such court or that such suit is brought in an inconvenient forum 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 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 a Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and Grantors agrees that any such suit, action commenced by any Grantor asserting any claim or proceeding may counterclaim arising under or in connection with this Agreement or any other Loan Document shall be brought solely in such court. Each a court of the parties hereto hereby irrevocably waivesState of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in its sole discretion, and consents to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance exclusive jurisdiction of such action or proceeding in courts with respect to any such courtaction. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)SECTION 8.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive general jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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 shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Pledgor, or its properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, 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 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 shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court22(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action 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 8.1(a)16. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan DocumentsDocument, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 nonappealable 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan Documents Document in any New York State or Federal court referred to in Section 8.13(aparagraph (a) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)5.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court state or Federal federal court of the United States of America sitting in the Borough City and County of Manhattan in New York City, and any appellate court from any appeal thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan DocumentsProposed Transaction contemplated hereby, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 only in such New York State or, to the extent permitted by law, in such Federal state or 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. (b) . Notwithstanding the foregoing, such court may render in addition to compensatory damages any and all further relief in law and/or equity, including injunctive relief as provided above. Each of the parties hereto party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan Documents Proposed Transaction contemplated hereby in any New York State state or Federal federal court referred to located in Section 8.13(a) the City and agrees that any such suit, action or proceeding may be brought in such courtCounty of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 Company, each Borrowing Subsidiary and each Credit Party Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 that, to the extent permitted by law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower, Holdings or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in Manhattan, and of the United States District Court for the Southern District of New York Citysitting in the Borough of Manhattan, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against the other parties hereto or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(athe first sentence of paragraph (a) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)11.02. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, Grantors agrees that any suit for itself and its property, to the exclusive jurisdiction enforcement of this Agreement or any other Security Document may be brought in the courts of the State of New York State court or Federal court of the United States of America sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in New York Cityits sole discretion, and any appellate court from any thereof, in any suit, action or proceeding arising out consents to the non-exclusive jurisdiction of or relating such courts. Each party to this Agreement and hereby waives any objection which it may now or hereafter have to the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect venue of any such action suit or proceeding may be heard any such court or that such suit is brought in an inconvenient forum 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 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 a Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and Grantors agrees that any such suit, action commenced by any Grantor asserting any claim or proceeding may counterclaim arising under or in connection with this Agreement or any other Security Document shall be brought solely in such court. Each a court of the parties hereto hereby irrevocably waivesState of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in its sole discretion, and consents to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance exclusive jurisdiction of such action or proceeding in courts with respect to any such courtaction. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.01. Nothing in this Agreement or any other Loan Security 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 the Company, each Borrowing Subsidiary and each Credit Party Partner hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court sitting in the County of New York or any Federal court of the United States of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to the Partnership or this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto Partner 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, 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. (b) Each of the parties hereto Partner hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Partnership or this Agreement and the Loan Documents in any New York State court sitting in the County of New York or any Federal court referred to sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtthe Southern District of New York. Each of the parties hereto Partner hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such courtcourt and further waives the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such Partner. (c) Each party to this Agreement Partner irrevocably consents to service of process in the manner provided for the giving of notices in Section 8.1(a)pursuant to this Agreement, provided that such service shall be deemed to have been given only when actually received by such Partner. Nothing in this Agreement or any other Loan Document will shall affect the right of any a party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party Loan Parties 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan Documents Document in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)7.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party -------------------------------------------- Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 Company, each Borrowing Subsidiary and each Credit Party Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal 100 court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereofxxx xxx xxxxxxxxx xxxxx xxxx xxx xxxxxxx, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 that, to the extent permitted by law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower, Holdings or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, 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 and nonappealable 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 to the full extent permitted by law. Nothing in this 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 or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents consents, to the fullest extent it may legally and effectively do so, to service of process in the manner provided for notices in Section 8.1(a)15. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) . Nothing in this Agreement shall affect any right that any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any Loan Party or their properties in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereto 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)15. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State Ontario court or Federal federal court of the United States of America Canada sitting in the Borough of Manhattan in New York Citysuch province, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Ontario 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 shall affect any right that the Collateral Agent, the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State Ontario court or Federal federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought of Canada sitting in such courtprovince. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.01. Nothing in this Agreement or any other 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 Parent and the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Finance Documents against Parent, the Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Parent and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(aparagraph (a) and agrees that any such suit, action or proceeding may be brought in such courtabove. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01; provided that that Parent hereby appoints the Borrower as its agent for service of process. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Transaction Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto 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 federal court. Each of the parties hereto Parties agrees that a final judgment in any such action or proceeding shall be conclusive and any such final judgment against any Party may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Transaction Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties Party 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 Party irrevocably consents to service of process in the manner and at the address provided for notices in Section 8.1(a)9. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement Party to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing ------------------------------------------- Subsidiary and each Credit Party Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Subsidiary Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process by mail in the manner provided for notices in Section 8.1(a)4.12. Nothing in this Agreement or any other 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 The Borrower and the Company, Lender each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in Manhattan, New York, New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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, New York, 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. (ba) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to sitting in Section 8.13(a) and agrees that any such suitthe Borough of Manhattan, action or proceeding may be brought in such courtNew York, New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (cb) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and agreement or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)10.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary Equipment Owner and each Credit Party the Equipment User hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties hereto Equipment Owner and the Equipment User hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State court or Federal court referred to sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtNew York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)2.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action PARTICIPATION AGREEMENT 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 shall affect any right that the Administrative Agent, the Investors or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any of the Loan Parties or their properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(aparagraph (a) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto 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 irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America the Southern District of New York sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan DocumentsDocument, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Notwithstanding the foregoing, any party hereto may bring an action or proceeding in other jurisdictions in respect of its rights under any Security Document governed by a law other than the laws of the State of New York or, with respect to the Collateral, in a jurisdiction where such Collateral is located. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan Documents Document in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court4.11. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)4.2. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any U.S. Federal or New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in Manhattan, New York, New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsIndenture, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Indenture shall affect any right that the Company, the Guarantors or any Holder of Notes may otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents Indenture in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court13.18. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each The Company and the Guarantors hereby irrevocably designate, appoint and empower Corporation Service Company (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as their designee, appointee and agent to receive, accept and acknowledge for and on their behalves, and in respect of their 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 Indenture, the Notes or the Guarantees. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Guarantor in care of the Process Agent at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, and the Company and the Guarantors hereby irrevocably authorize and direct the Process Agent to accept such service on their behalves. As an alternative method of service, the Company and the Guarantors irrevocably consent to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Company or any Guarantor at the address specified in Section 13.01. (d) To the extent permitted by law, each party to this Agreement Indenture hereby irrevocably consents to waives personal service of any and all process upon it and agrees that all such service of process in the manner may be made by registered mail (return receipt requested) directed to it at its address for notices as provided for notices in Section 8.1(a)13.01. Nothing in this Agreement or any other Loan Document Indenture will affect the right of any party to this Agreement Indenture to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a1) Each of the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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 will affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor, or its properties, in the courts of any jurisdiction. (b2) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State state court or Federal court of the United States of America sitting in the Borough of Manhattan in New York CityManhattan, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent, the Collateral Agents or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Borrower, Holdings or their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably irrevocably, to the extent permitted under applicable law, consents to service of process in the manner provided for notices in Section 8.1(a)9.01 of the Amended Credit Agreement. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(aSECTION 8.13. (a) and agrees that any such suit, action or proceeding may shall be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(aSECTION 8.1. (a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or any of the Loan Documentstransactions contemplated hereby, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 NYDOCS02/1014547.9 KCSM - Amendment No 1 to 5 Second Amended and Restated Credit Agreement 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and Amendment or any of the Loan Documents transactions contemplated hereby in any New York State or Federal court referred to sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought the Borough of Manhattan in such courtNew York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party . NYDOCS02/1014547.9 KCSM - Amendment No 1 to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.6 Second Amended and Restated Credit Agreement

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party hereto 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York Delaware State court sitting in the County of New Castle or any Federal court of the United States of America sitting in the Borough District of Manhattan in New York CityDelaware, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documentsor any other Operative Document, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 New York Delaware 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. (b) Each of the parties hereto party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents or any other [*] in any Delaware State court sitting in the County of New York State Castle or any Federal court referred to Court sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtthe District of Delaware. Each of the parties hereto 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 courtcourt and further waives the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for the giving of notices in Section 8.1(a)pursuant to this Agreement. Nothing in this Agreement or any other Loan Document will shall 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 the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each . Nothing in this Agreement shall affect any right that the Administrative Agent, the Arrangers, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of the parties hereto any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) . Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Borrower hereby irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any such New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 federal court. Each of the parties hereto further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the applicable party at the address specified for such party in Section 5.04. 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any such New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 The Administrative Agent, the Company, each Borrowing Subsidiary Borrower and each Credit Party Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Each of the parties hereto agrees that it will not institute or seek to institute any action or proceeding arising out of or relating to this Agreement (other than an action or proceeding seeking enforcement of a judgment) in any forum other than a New York State court or Federal court of the United States of America sitting in New York City. (b) Each of The Administrative Agent, the parties hereto Borrower and each Guarantor hereby irrevocably and unconditionally waiveswaive, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to of the United States of America sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtNew York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)7. Nothing in this Agreement or any other 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. (a1) Each of the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement 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 District Court for the Southern District of America New York sitting in the Borough of Manhattan in (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City, sitting in the Borough of Manhattan) and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Loan Document will affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor, or its properties, in the courts of any jurisdiction. (b2) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Transaction Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Transaction Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.5. Nothing in this Agreement or any other 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 HTL and the Company, each Borrowing Subsidiary and each Credit Party Investor hereby irrevocably appoints United Corporate Services, Inc., at its office at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, and unconditionally submitsthe Company hereby irrevocably appoints United Corporate Services, for itself Inc., at its office at 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America, its lawful agent and its propertyattorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising in connection with this Agreement or the Shareholders Agreement, and upon whom such process may be served, with the same effect as if such party were a resident of the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claim of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in SECTION 7.03. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in New York, reasonably satisfactory to the other party, with like powers. Each party hereby irrevocable submits to the exclusive jurisdiction of any the United States District Court for the Southern District of New York State court or Federal and any court of the United States State of America sitting New York located in the Borough City of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, 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 action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby irrevocably and unconditionally waivesproceeding, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suitaction, action suit or proceeding may shall be brought only in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient court (and waives any objection based on 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 8.1(a). Nothing in this Agreement non conveniens or any other Loan Document will affect objection to venue therein), provided, however, that such consent to jurisdiction is solely for the right purpose referred to in this SECTION 7.13 and shall not be deemed to be a general submission to the jurisdiction of any party to this Agreement to serve process in any said courts or the State of New York other manner permitted by lawthan for such purpose.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties party 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 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court6.08(a). Each of the parties party 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 8.1(a)6.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Partner hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court sitting in the County of New York or any Federal court of the United States of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to the Partnership or this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto Partner 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, 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. (b) Each of the parties hereto Partner hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Partnership or this Agreement and the Loan Documents in any New York State court sitting in the County of New York or any Federal court referred to sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtthe Southern District of New York. Each of the parties hereto Partner hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such courtcourt and further waives the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such Partner. (c) Each party to this Agreement Partner irrevocably consents to service of process in the manner provided for the giving of notices in Section 8.1(a)pursuant to this Agreement, provided that such service shall be deemed to have been given only when actually received by such Partner. Nothing in this Agreement or any other Loan Document will shall affect the right of any a party to this Agreement to serve process in any other manner permitted by law.. -110- December 12, 1996

Jurisdiction; Consent to Service of Process. (a) Each of the CompanyPurchaser, each Borrowing Subsidiary the Seller and each Credit Party the Shareholder hereby irrevocably and unconditionally submits, for itself itself/himself and its its/his property, to the exclusive jurisdiction of any New York State Quebec court or Federal federal court of the United States of America Canada sitting in the Borough Province of Manhattan in New York CityQuebec, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Quebec court or, to the extent permitted by lawLaw, in such Federal federal court. Each of the parties hereto Purchaser, the Seller and the Shareholder agrees that a final judgment in any such suit, 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 lawLaw. (b) Each of the parties hereto Purchaser, the Seller and the Shareholder hereby irrevocably and unconditionally waives, to the fullest extent it it/he may legally and effectively do so, any objection which it it/he may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State Quebec court or Federal federal court referred to sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtthe Province of Quebec. Each of the parties hereto Purchaser, the Seller and the Shareholder hereby irrevocably waives, to the fullest extent permitted by lawLaw, the defense defence of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (c) Each party to this Agreement of the Purchaser, the Seller and the Shareholder irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)10.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by lawLaw.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party hereto 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 District Court of America the Southern District of New York and of the Supreme Court of the State of New York sitting in the Borough of Manhattan in New York CityCounty, in each case, and any appellate court from any thereof, in any suitaction, action litigation or proceeding arising out of or relating to this Agreement and or any other Loan Document, or the Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties party hereto hereby irrevocably and unconditionally agrees that all claims in respect arising out of or relating to this Agreement or any such action other Loan Document, or proceeding may the transactions relating hereto or thereto, brought by it or any of its Affiliates shall be brought, and shall be heard and determined determined, exclusively in such federal court or, in the event such federal court lacks subject matter jurisdiction, 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 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suitaction, action litigation or proceeding arising out of or relating to this Agreement and or any other Loan Document or the Loan Documents transactions relating hereto or thereto in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court12.13(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action action, litigation or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)12.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Obligor 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Obligor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Obligor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the manner provided mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set out for notices pursuant to Section 9.01 (and to the attention of the officers specified in such Section 8.1(a9.01), such service to become effective upon receipt by the Lender of a return receipt / delivery acknowledgment. Nothing in this Agreement or any other Loan Document will herein shall affect the right of any party to this Agreement the Lender to serve process in any other manner permitted by lawlaw or to commence legal proceedings or to otherwise proceed against any Obligor in any other jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Agent agrees, for itself and on behalf of the Companyits Related Secured Parties, that each Borrowing Subsidiary and each Credit Party of them hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect arising out of or relating to this Agreement brought by any such action or proceeding may of them 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 Agent agrees, for itself and on behalf of the parties hereto agrees its Related Secured Parties, 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. (b) Each Agent, for itself and on behalf of the parties hereto its Related Secured Parties, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which it that any of them may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each Agent, for itself and on behalf of the parties hereto its Related Secured Parties, hereby irrevocably and unconditionally 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 Agent irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary All actions and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding proceedings arising out of or relating to this Agreement shall be heard and determined in (i) the Loan DocumentsSupreme Court of the State of New York, New York County, located in the Borough of Manhattan in the City of New York, or (ii) the United States District Court for recognition or enforcement the Southern District of any judgment in respect thereofNew York, and as applicable. In addition, each of the parties hereto hereby irrevocably (A) submits to the jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding 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 in any court other than such courts specified in clauses (i) and determined (ii) above and (D) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT. The consents to jurisdiction set forth in such this paragraph shall not constitute general consents to service of process in the State of New York State orYork. The parties hereto agree that service of process by certified mail, return receipt requested, to the extent permitted by law, address for notices set out in such Federal courtSection 6.5 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 lawapplicable Law. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal Federalfederal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may mayshall be heard and determined in such New York State or, to the extent permitted by law, in such Federal Federalfederal 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal Federalfederal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may mayshall be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan Documentstransactions contemplated hereby, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan Documents transactions contemplated hereby in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Company hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAmendment, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 3 Amendment No. 6 to Credit Agreement 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 Amendment shall affect any right that the Administrative Agent or any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Amendment against the Company or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents Amendment in any New York State or Federal court referred to in Section 8.13(asubsection (b) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party . 4 Amendment No. 6 to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.Credit Agreement

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any other party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)12. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any such New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 federal court. Each of the parties hereto further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the applicable party at the address specified for such party in Section 5.04. 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. (ba) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any such New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of 72 72 Xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx xx America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.. 73 73

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.10. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself it- self and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty (collectively, and any appellate court from any thereof“New York Courts”), in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, 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.action (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Notes Documents in any New York State or Federal federal court referred (other than with respect to actions by the Col- lateral Agent in Section 8.13(a) and agrees that respect of rights under this Agreement governed by laws other than the laws of the State of New York or with respect to any such suit, action or proceeding may be brought in such courtCollateral subject thereto). Each of the parties hereto hereby irrevocably irrevo- cably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance mainte- xxxxx 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 8.1(a). Nothing in this Agreement or any other Loan Document will affect 13.01 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 Grantor in the courts of any other jurisdiction in connection with the exercise of any rights under this Agreement or the enforcement of any judgment. Without limiting the foregoing, each Grantor hereby agrees that service of process may be effected on the agent for service of process designated in the Indenture for such Grantor, in the manner provided in Section 13.16 of the Indenture.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party Loan Parties party hereto 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties Loan Parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan Documents Document in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court7.14(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)7.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary Company and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(aSECTION 8.13. (a) and agrees that any such suit, action or proceeding may shall be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(aSECTION 8.1. (a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any 77 73 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its proper- ties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any U.S. federal or New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in Manhattan, New York, New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and Indenture or the Loan other Notes Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Indenture shall affect any right that the parties hereto may otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction. 109 (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents Indenture in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court13.17. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereby irrevocably and unconditionally submitsagrees to submit, for itself and its property, to the exclusive jurisdiction of any the New York State state court or Federal court of the United States of America sitting located in the Borough of Manhattan in Manhattan, City of New York Cityor the United States District for the Southern District of New York (as applicable, a "New York Court"), and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofresulting from any such suit, action or 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 lawCourt. (b) No party may move to (i) transfer any such suit, action or proceeding from the New York Court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in the New York Court with a suit, action or proceeding in another jurisdiction, or (iii) dismiss any such suit, action or proceeding brought in the New York Court for the purpose of bringing the same in another jurisdiction. (c) Each of the parties hereto party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and in the Loan Documents in any New York State or Federal court referred to in Section 8.13(aCourt, (ii) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party. (cd) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State state or federal court or Federal court of the United States of America sitting in the Borough of Manhattan in New York CityWilmington, Delaware, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to preliminary or provisional relief to prevent irreparable harm in accordance with this Agreement and the Loan DocumentsAgreement, or to compel arbitration in accordance with Section 14.24 hereof or for recognition or enforcement of any judgment in respect thereofarbitral award resulting from any such arbitration proceeding, or disputes regarding Intellectual Property arising exclusively under Article VI, 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 New York State Delaware state court or, to the extent permitted by lawLaw, by removal or otherwise, 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. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State state or Federal federal court referred to sitting in Section 8.13(athe City of Wilmington, (ii) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such courtcourt and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for the giving of notices in Section 8.1(a)pursuant to such agreement or instrument. Nothing in this Agreement or any other Loan Document will Section 14.21 shall affect the right of any party to this Agreement such agreement or instrument to serve process in any other manner permitted by lawLaw.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsGuarantee, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto Subsidiary Guarantor 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. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents Guarantee in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court25. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Subsidiary Guarantor irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)14 of this Guarantee. Nothing in this Agreement or any other Loan Document Guarantee will affect the right of any party to this Agreement Guarantee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, Grantors agrees that any suit for itself and its property, to the exclusive jurisdiction enforcement of this Agreement or any other Collateral Document may be brought in the courts of the State of New York State court or Federal court of the United States of America sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in New York Cityits sole discretion, and any appellate court from any thereof, in any suit, action or proceeding arising out consents to the non-exclusive jurisdiction of or relating such courts. Each party to this Agreement and hereby waives any objection which it may now or hereafter have to the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect venue of any such action suit or proceeding may be heard any such court or that such suit is brought in an inconvenient forum 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 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 a Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and Grantors agrees that any such suit, action commenced by any Grantor asserting any claim or proceeding may counterclaim arising under or in connection with this Agreement or any other Collateral Document shall be brought solely in such court. Each a court of the parties hereto hereby irrevocably waivesState of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Collateral Agent may elect in its sole discretion, and consents to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance exclusive jurisdiction of such action or proceeding in courts with respect to any such courtaction. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.01. Nothing in this Agreement or any other Loan Collateral 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 the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, Property in any suit, legal action or proceeding arising out of or relating to this Agreement and the other Loan DocumentsDocuments to which it is a party, or for recognition or and enforcement of any judgment in respect thereof, and each to the exclusive general jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect courts of any such action or proceeding may be heard and determined in such the State of New York State orYork, to the extent permitted by lawcourts of the United States of America for the Southern District of New York, in such Federal court. Each each case, in the County of the parties hereto agrees that a final judgment in New York, Borough of Manhattan, and appellate courts from 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.thereof; (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees consents that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, courts and waives any objection that it may now or hereafter have to the fullest extent permitted by law, the defense venue of an inconvenient forum to the maintenance of any such action or proceeding in any such court.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) Each party to this Agreement irrevocably consents to agrees that service of process in the manner provided for notices 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 its address set forth in Section 8.1(a). Nothing in this 9.2 of the Credit Agreement or at such other address of which the Administrative Agent (or in the case of the Administrative Agent, the other parties hereto) shall have been notified pursuant thereto; (d) agrees that the Administrative Agent, the Issuing Bank and the Lenders retain the right to bring proceedings against any Loan Party in the courts of any other Loan jurisdiction in connection with the exercise of any rights under any Security Document will or the enforcement of any judgment; (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 law; and (f) 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 7.09 any special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States Xxxxxxxx Xxxxx xx xxx Xxxxxxxx Xxxxxxxx of America sitting in the Borough of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsGuarantee, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto Guarantor 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. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents Guarantee in any New York State or Federal court referred to in Section 8.13(aparagraph (a) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Guarantor irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)paragraph 12 of this Guarantee. Nothing in this Agreement or any other Loan Document Guarantee will affect the right of any party to this Agreement Guarantee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party ----------------------------------- -------- Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsGuarantee, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto The Guarantor 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. (b) Each of the parties hereto The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents Guarantee in any New York State or Federal court referred to in Section 8.13(aparagraph (a) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement The Guarantor irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)paragraph 11 of this Guarantee. Nothing in this Agreement or any other Loan Document Guarantee will affect the right of any party to this Agreement Guarantee to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each Any legal action or proceeding with respect this Amendment Agreement shall be brought exclusively in the courts of the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction State of any New York State court located in the City of New York, Borough of Manhattan, or Federal court of the United States of America sitting for the Southern District of New York and, by execution and delivery of this Amendment Agreement, each Borrower and each other Credit Party executing this Agreement hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Amendment Agreement shall limit the right of Agent to commence any proceeding in the Borough federal or state courts of Manhattan any other jurisdiction to the extent Agent determines that such action is necessary or appropriate to exercise its rights or remedies under this Amendment Agreement. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in New York Citysuch jurisdictions. (b) Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any appellate court from any thereof, kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or relating to in connection with this Amendment Agreement and by any means permitted by applicable Requirements of Law, including by the Loan Documentsmailing thereof (by registered or certified mail, or for recognition or enforcement of any judgment in respect thereof, 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, postage prepaid) to the extent permitted by lawaddress of Borrowers specified in the Existing Credit Agreement (and shall be effective when such mailing shall be effective, in such Federal courtas provided therein). Each of the parties hereto Credit Party 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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 shall affect any right that the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Pledgor, or its properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)13. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party 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 the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Grantor 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 America, sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto Borrower 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 The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Finance Document shall affect any right that the Security Agent, the Administrative Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Finance Document against the Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court4.14. Each of the parties hereto The 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 The Borrower hereby irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)4.01. Nothing in this Agreement or any other Loan Finance Document will affect the right of any party to this Agreement the Security Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)6.05. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary Seller and each Credit Party the Purchaser hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Fundamental Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. 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. (b) Each of the parties hereto Seller and the Purchaser hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Fundamental Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)11.03. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereto 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 District Court of America the Southern District of New York and of the Supreme Court of the State of New York sitting in the Borough of Manhattan in New York CityCounty, in each case, and any appellate court from any thereof, in any suitaction, action litigation or proceeding arising out of or relating to this Agreement and or any other Loan Document, or the Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties party hereto hereby irrevocably and unconditionally agrees that all claims in respect arising out of or relating to this Agreement or any such action other Loan Document, or proceeding may the transactions relating hereto or thereto, brought by it or any of its Affiliates shall be brought, and shall be heard and determined determined, exclusively in such federal court or, in the event such federal court lacks subject matter jurisdiction, 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 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suitaction, action litigation or proceeding arising out of or relating to this Agreement and or any other Loan Document or the Loan Documents transactions relating hereto or thereto in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court10.13(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action action, litigation or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)10.01. Nothing in this Agreement or any other 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 Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the Company, each Borrowing Subsidiary and each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction State of any New York State court located in the City of New York, Borough of Manhattan, or Federal court of the United States of America sitting in for the Borough Southern District of Manhattan in New York Cityand, by execution and any appellate court from any thereofdelivery of this Agreement, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of the Administrative Agent or the U.S. Collateral Agents to commence any proceeding in the federal or state courts of any other jurisdiction to the extent the Administrative Agent or the U.S. Collateral Agents determines that such action is necessary or proceeding may be heard and determined in such New York State orappropriate to exercise its rights or remedies under the U.S. Loan Documents. Each of the parties hereto hereby irrevocably waives, to the extent permitted by law, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such Federal court. jurisdictions. (b) Each of the parties hereto hereby irrevocably waives, to the extent permitted by law, personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or arising out of or in connection with this Agreement by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address such party specified in Annex III to the U.S. Credit Agreement (and shall be effective when such mailing shall be effective, as provided therein). Each 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing contained in this Agreement or any other Loan Document will Section 6.12 shall affect the right of the Administrative Agent, the U.S. Collateral Agents or any party to this Agreement Lender to serve process in any other manner permitted by lawapplicable Requirements of Law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party ----------------------------------- -------- Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 84 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party hereby Grantor irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Collateral Agent or any other Secured Party my otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)7.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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 shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Pledgor, or its properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York Nevada State court sitting in the Xxxxx County or any Federal court of the United States of America sitting in the Borough District of Manhattan in New York CityNevada, and any appellate court from any thereofsuch court, in any suit, suit action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 New York Nevada 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. (b) Each of the parties hereto party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in Nevada State court sitting in Xxxxx County or any New York State or Federal court referred to sitting in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such courtthe District of Nevada. Each of the parties hereto 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 courtcourt and further waives the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for the giving of notices in Section 8.1(a)pursuant to this Agreement, provided that such service shall be deemed to have been given only when actually received by such party. Nothing in this Agreement or any other Loan Document will shall affect the right of any a party to this Agreement to serve process in any other another manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State Illinois state court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityChicago, Illinois, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Transaction Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Illinois 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 shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement or the other Transaction Documents against any Seller or its properties in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it they may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan other Transaction Documents in any New York State Illinois state or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)subsection 8.9. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York Citycounties of Nassau or Suffolk, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Security Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, 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 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 Security Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement and or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(aparagraph (a) and agrees that any such suit, action or proceeding may be brought in such courtof this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)13. Nothing in this Security Agreement or any other Loan Document will affect the right of any party to this Security Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.. 55 50 (c) Each party to this Agreement Borrower hereby irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.01. Nothing in this Agreement or any other 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 Cinedigm, the CompanyParent, each Borrowing Subsidiary the Seller and each Credit Party the Purchaser hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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. (b) Each of Cinedigm, the parties hereto Parent, the Seller and the Purchaser hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9.02. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party The Company hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough The City of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each of the parties hereto The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have 0have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)8.1. Nothing in this Agreement or any other 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 the Company, each Borrowing The Subsidiary and each Credit Party Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 shall affect any right that the Administrative Agent or any Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)9. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary Investor and each Credit Party the Company hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any Delaware, Illinois or New York State court or Federal court of the United States of America sitting in the Borough City of Manhattan in Wilmington, Chicago or New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 Delaware, Illinois or 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 shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) Each of the parties hereto Purchaser and the Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any Delaware, Illinois or New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Iconic hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York Delaware State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York CityWilmington, Delaware, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties hereto Iconic 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 Delaware court or, to the extent permitted by law, in any such Federal court. Each of the parties hereto Iconic 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 shall affect any right that Seller may otherwise have to bring any action or proceeding relating to the Note or this Agreement against Iconic or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Iconic hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York Delaware State or Federal court referred to in Section 8.13(acourt, and (ii) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement Iconic irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)the Acquisition Agreement. Nothing in this Agreement or any other Loan Document the Note will affect the right of any party to this Agreement Seller to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the United States District Court of the Southern District of New York State court or Federal and of any state court of the United States State of America sitting in the Borough of Manhattan New York located in New York City, County and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and Guaranty or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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. (b) . Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and Guaranty or the other Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) . Each party to this Agreement Guaranty irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)13. Nothing in this Agreement or any other Loan 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 the Company, each Borrowing Subsidiary and each Credit Party party hereto 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 District Court of America the Southern District of New York and of the Supreme Court of the State of New York, in each case, sitting in the Borough of Manhattan in New York City, County and any appellate court from any thereof, in any suitaction, action litigation or proceeding arising out of or relating to this Agreement and or any other Loan Document, or the Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, and each of the parties party hereto hereby irrevocably and unconditionally agrees that all claims in respect arising out of or relating to this Agreement or any such action other Loan Document, or proceeding may the transactions relating hereto or thereto, brought by it or any of its Affiliates shall be brought, and shall be heard and determined determined, exclusively in such federal court or, in the event such federal court lacks subject matter jurisdiction, 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 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. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suitaction, action litigation or proceeding arising out of or relating to this Agreement and or any other Loan Document or the Loan Documents transactions relating hereto or thereto in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court10.13(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action action, litigation or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)10.01. Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the Loan DocumentsAgreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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 shall affect any right that the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Pledgor, or its properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in the Borough of Manhattan in New York CityCounty, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement, any other Loan Document, any Other First Lien Agreement and or the Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment in respect thereofjudgment, 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. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, any other Loan Document or any Other First Lien Agreement and the Loan Documents in any New York State or Federal federal court referred to of the United States of America sitting in Section 8.13(a) New York County, and agrees that any such suit, action or proceeding may be brought in such courtappellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a)7.01. Nothing in this Agreement or Agreement, any other Loan Document or any 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 the Company, each Borrowing Subsidiary and each Credit Party The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the courts of the State of New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, County or the Town of Scarsdale and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the Loan DocumentsCredit Agreement, or for recognition or enforcement of any judgment in respect thereofjudgment, 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, State. Nothing in this Agreement or the Credit Agreement shall affect any right that the Lender may otherwise have to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in bring any such action or proceeding shall be conclusive and may be enforced relating to this Agreement or the Credit Agreement against the Borrower or its properties in other jurisdictions by suit on accordance with the judgment or in any other manner provided by lawCredit Agreement. (b) Each of the parties hereto The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the Loan Documents Credit Agreement in any New York State or Federal court referred to in paragraph (a) of this Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court15. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other 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 the Company, each Borrowing Subsidiary and each Credit Party Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and the or any other Loan DocumentsDocument, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 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 other Loan Document against any Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby Pledgor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and the Loan Documents in any New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any court referred to in paragraph (a) of this Section other manner permitted by law.than a court referred to in the last sentence of paragraph (a) that is not referred to elsewhere in paragraph (a). Each of

Jurisdiction; Consent to Service of Process. (a) Each of the Company, each Borrowing Subsidiary and each Credit Party Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Borough Southern District of Manhattan in New York CityYork, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents, or for recognition or enforcement of any judgment in respect thereofjudgment, 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 final, nonappealable 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 shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or thereafter hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement and or the other Loan Documents in any such New York State or Federal court referred to in Section 8.13(a) and agrees that any such suit, action or proceeding may be brought in such court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.