Common use of Jurisdiction; Immunities Clause in Contracts

Jurisdiction; Immunities. Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictions. To the extent that Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictions. To the extent that Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Lender hereby irrevocably submit to the jurisdiction of any New York State or United States Federal U.S. federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Lender irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal U.S. federal court. Borrower Borrower, Administrative Agent, and each Guarantor Lender irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Lender, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Lender agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Lender further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Lender have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Lender hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. IN ADDITION, BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (X) INJUNCTIVE RELIEF, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictions. 77 To the extent that Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, 71 ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Lender hereby irrevocably submit to the jurisdiction of any New York State or United States Federal U.S. federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Lender irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal U.S. federal court. Borrower Borrower, Administrative Agent, and each Guarantor Lender irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Lender, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Lender agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Lender further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Lender have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Lender hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. IN ADDITION, BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOANS, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (X) INJUNCTIVE RELIEF, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, General Partner, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, General Partner, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, General Partner, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, General Partner, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, General Partner, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, General Partner, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, General Partner, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER AND GENERAL PARTNER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER OR GENERAL PARTNER, MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER OR GENERAL PARTNER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, neither the Borrower nor the General Partner shall assert, and each of Borrower and the General Partner hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City County over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State court sitting in New York County or a United States Federal Court court sitting in New York County, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS, THE LOANS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS.

Jurisdiction; Immunities. The Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and the Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof14.05. The Borrower and each Guarantor agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. The Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of the Borrower or any Guarantor or their property in the courts of any other jurisdictions. To the extent that the Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City County over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State court sitting in New York County or a United States Federal Court court sitting in New York County, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS, THE LOANS, THE LETTERS OF CREDIT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, and Borrower Administrative Agent, each Fronting Bank and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent, each Fronting Bank or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent, each Fronting Bank and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank agree that any action or proceeding brought against the Agent Borrower, Administrative Agent, a Fronting Bank or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent, a Fronting Bank or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent, each Fronting Banks and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT, EACH FRONTING BANK AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE LOAN DOCUMENTS, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT, THE FRONTING BANKS OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank, any Fronting Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Each Borrower and each Guarantor hereby irrevocably submit submits to the jurisdiction of any New York State or United States Federal court sitting in County of New York City in the State of New York over any action or proceeding arising out of or relating to this Agreement, any of the Notes, the Letters of Credit, or any other Loan DocumentFinancing Documents, and each Borrower and each Guarantor hereby irrevocably agree agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Each Borrower and each Guarantor irrevocably consent consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Borrower and each Guarantor at their respective addresses its address specified in Section 14.05 hereofon the signature page of this Agreement by registered mail, return receipt requested. Each Borrower and each Guarantor agree agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Each Borrower and each Guarantor further waive waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniensinconvenient forum. Each Borrower and each Guarantor agree further agrees that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court court sitting in the County of New York CountyYork. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law Law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their its property in the courts of any other jurisdictions. To the extent that any Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower and each Guarantor hereby irrevocably waive waives such immunity in respect of its obligations under this Agreement, all of the Notes, and any other Revolving Credit Loan DocumentFinancing Documents.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City County over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State court sitting in New York County or a United States Federal Court court sitting in New York County, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE LOANS OR THE LETTERS OF CREDIT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniensconvenient. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE TO (1) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. 116 Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, General Partner, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, General Partner, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, General Partner, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, General Partner, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, General Partner, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, General Partner, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, General Partner, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER AND GENERAL PARTNER HEREBY WAIVE, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER OR GENERAL PARTNER MAY HAVE TO (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER OR GENERAL PARTNER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION 58 60 AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any the United States District Court for the Southern District of New York State or United States Federal court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City York, sitting in the Borough of Manhattan), and any appellate court from any thereof, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower 107 Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Xxxxxxxx, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in the United States District Court for the Southern District of New York State or United States Federal Court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York Countysitting in the Borough of Manhattan), and any appellate court from any thereof, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Fronting Bank or any Bank 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. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. 108 To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against a Lender-Related Person for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet, any Approved Electronic Platform and any Approved Borrower Portal), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section shall relieve the Borrower of any obligation it may have to indemnify an indemnified person, as provided in Section 12.04, against any special, indirect, consequential or punitive damages asserted against such indemnified person by a third party.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. ​ Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. The Borrower and each Guarantor the Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Amended and Restated Term Loan Note or any other Loan Document, and the Borrower and each Guarantor the Bank hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Borrower and each Guarantor the Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower and each Guarantor or Bank at their respective addresses its address specified in Section 14.05 hereof9.03. The Borrower and each Guarantor the Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower and each Guarantor the Bank further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. The Borrower and each Guarantor agree further agrees that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court court sitting in New York County. Nothing in this Section 14.07 hereof 9.12 shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of the Borrower or any Guarantor or their property of its properties in the courts of any other jurisdictions. To the extent that the Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Borrower and each Guarantor hereby irrevocably waive waives such immunity in respect of its obligations under this Agreement, all of the Notes, and any other Revolving Credit Loan DocumentDocuments. THE BORROWER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. 119 BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower and each Guarantor hereby irrevocably submit submits to the jurisdiction of any State of New York State or United States Federal court sitting in the Borough of Manhattan, New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, either Term Loan Note or any other Loan Document, and Borrower and each Guarantor hereby irrevocably agree agrees that all claims in respect of such action or proceeding may be heard and determined in such State of New York State or Federal court. Borrower and each Guarantor irrevocably consent consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower and each Guarantor at their respective addresses its address specified in Section 14.05 on the signature page hereof. Borrower and each Guarantor agree agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower and each Guarantor further waive waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniensconvenience. Borrower and each Guarantor agree agrees that any action or proceeding brought against the Agent or any Bank Lender shall be brought only in State of New York State or United States Federal Court court sitting in the Borough of Manhattan, New York CountyYork. Nothing in this Section 14.07 hereof 9.07 shall affect the right of the Agent or any Bank Lender to serve legal process in any other manner permitted by law Law or affect the right of the Agent or any Bank Lender to bring any action or proceeding against any of Borrower or any Guarantor or their its property in the courts of any other jurisdictions. To the extent that Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower and each Guarantor hereby irrevocably waive waives such immunity in respect of its obligations under this Agreement, the Term Loan Notes, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City County or the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawXxx. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Xxxxxxxx, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State court sitting in New York County or athe United States Federal FederalDistrict Court for the Southern District of New York court sitting in New York County, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS, THE LOANS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any the United States District Court for the Southern District of New York State or United States Federal court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City York, sitting in the Borough of Manhattan), and any appellate court from any thereof, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Xxxxxxxx, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in the 108 United States District Court for the Southern District of New York State or United States Federal Court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York Countysitting in the Borough of Manhattan), and any appellate court from any thereof, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Fronting Bank or any Bank 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. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against a Lender-Related Person for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet, any Approved Electronic Platform and any Approved Borrower Portal), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any 109 agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section shall relieve the Borrower of any obligation it may have to indemnify an indemnified person, as provided in Section 12.04, against any special, indirect, consequential or punitive damages asserted against such indemnified person by a third party.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Bxxxxxxx, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal United States federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. 122 Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan, Letter of Credit or other extension of credit hereunder or the use of the proceeds thereof. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Jurisdiction; Immunities. The Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding ,arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and the Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof14-05. The Borrower and each Guarantor agree that a final non-appealable judgment in any such action 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. The Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniensinconvenient forum. The Borrower and each Guarantor agree that any action or proceeding brought against the either Administrative Agent or any Bank shall be brought only in New York State or United States Federal Court court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the either Administrative Agent or any Bank to serve legal process in any other manner permitted by law Law or affect the right of the either Administrative Agent or any Bank to bring any action or proceeding against any of the Borrower or any Guarantor or their its property in the courts of any other jurisdictions. To the extent that the Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, the Letters of Credit, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, General Partner, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, General Partner, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, General Partner, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, General Partner, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, General Partner, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, General Partner, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, General Partner, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER AND GENERAL PARTNER HEREBY WAIVE, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER OR GENERAL PARTNER MAY HAVE TO (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER OR GENERAL PARTNER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE ​ NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Each Borrower and each Guarantor hereby irrevocably submit submits to the jurisdiction of any New York State or United States Federal court sitting in County of New York City in the State of New York over any action or proceeding arising out of or relating to this Agreement, any of the Notes, the Letters of Credit, or any other Loan DocumentDocuments, and each Borrower and each Guarantor hereby irrevocably agree agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Each Borrower and each Guarantor irrevocably consent consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Borrower and each Guarantor at their respective addresses its address specified in Section 14.05 hereofon the signature page of this Agreement by registered mail, return receipt requested. Each Borrower and each Guarantor agree agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Each Borrower and each Guarantor further waive waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniensinconvenient forum. Each Borrower and each Guarantor agree further agrees that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court court sitting in the County of New York CountyYork. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law Law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their its property in the courts of any other jurisdictions. To the extent that any Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower and each Guarantor hereby irrevocably waive waives such immunity in respect of its obligations under this Agreement, all of the Notes, and any other Revolving Credit Loan DocumentDocuments.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States 84 Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, and Borrower Administrative Agent, each Fronting Bank and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent, each Fronting Bank or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent, each Fronting Bank and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent, each Fronting Bank and each Guarantor Bank agree that any action or proceeding brought against the Agent Borrower, Administrative Agent, a Fronting Bank or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan to the extent permitted or not expressly prohibited by Applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent, a Fronting Bank or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent, each Fronting Banks and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT, EACH FRONTING BANK AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE LOAN DOCUMENTS, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT, THE FRONTING BANKS OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by Applicable Law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank, any Fronting Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. The Borrower and each Guarantor hereby irrevocably submit submits to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document, and the Borrower and each Guarantor hereby irrevocably agree agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Borrower and each Guarantor irrevocably consent consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower and each Guarantor at their respective addresses its address specified in Section 14.05 hereof12.05. The Borrower and each Guarantor agree agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower and each Guarantor further waive waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniensconvenience. The Borrower and each Guarantor agree agrees that any action or proceeding brought against the Agent or any Bank Lender shall be brought only in New York State or United States Federal Court court sitting in New York County. Nothing in this Section 14.07 hereof 12.07 shall affect the right of the Agent or any Bank Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank Lender to bring any action or proceeding against any of the Borrower or any Guarantor or their its property in the courts of any other jurisdictions. To the extent that the Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Borrower and each Guarantor hereby irrevocably waive waives such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Lender hereby irrevocably submit to the jurisdiction of any New York State or United States Federal U.S. federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Note or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Lender irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal U.S. federal court. Borrower Borrower, Administrative Agent, and each Guarantor Lender irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Lender, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Lender agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Lender further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Lender have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its propertyProperty, Borrower Borrower, Administrative Agent and each Guarantor Lender hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Note and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTE OR THE LOANS. IN ADDITION, BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTE OR OTHERWISE IN RESPECT OF THE LOANS, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (X) INJUNCTIVE RELIEF, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, or a United States Federal court sitting in New York City, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR 91 PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City County over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action 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. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State court sitting in New York County or a United States Federal Court court sitting in New York County, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any the United States District Court for the Southern District of New York State or United States Federal court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City York, sitting in the Borough of Manhattan), and any appellate court from any thereof, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in the United States District Court for the Southern District of New York State or United States Federal Court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York Countysitting in the Borough of Manhattan), and any appellate court from any thereof, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Fronting Bank or any Bank 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. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against a Lender-Related Person for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section shall relieve the Borrower of any obligation it may have to indemnify an indemnified person, as provided in Section 12.04, against any special, indirect, consequential or punitive damages asserted against such indemnified person by a third party.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniensconvenient. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE TO (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City County or the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLxx. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State court sitting in New York County or the United States Federal District Court for the Southern District of New York court sitting in New York County, to the extent permitted or not expressly prohibited by applicable Law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionsLaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS, THE LOANS, THE LETTERS OF CREDIT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity, Borough of Manhattan, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, General Partner, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, General Partner, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, General Partner, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, General Partner, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, General Partner, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, General Partner, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, General Partner, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER AND GENERAL PARTNER HEREBY WAIVE, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER OR GENERAL PARTNER, MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER OR GENERAL PARTNER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent not prohibited by applicable law, neither the Borrower nor the General Partner shall assert, and each of Borrower and the General Partner hereby waives, any claim against any Bank or any Agent, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or other extension of credit hereunder or the use of the proceeds thereof.

Jurisdiction; Immunities. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, General Partner, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, General Partner, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, General Partner, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, General Partner, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, General Partner, Administrative Agent or any Bank Bank, as 69 the case may be, shall be brought only in a New York State or United States Federal Court court sitting in New York CountyCity or a United States Federal court sitting in New York City, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, General Partner, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, General Partner, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, General Partner, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER AND GENERAL PARTNER HEREBY WAIVE, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER OR GENERAL PARTNER MAY HAVE TO (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER OR GENERAL PARTNER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably submit to the exclusive jurisdiction of any the United States District Court for the Southern District of New York State or United States Federal court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City York, sitting in the Borough of Manhattan), and any appellate court from any thereof, over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, Notes or any other Loan Document. Borrower, Administrative Agent, and Borrower and each Guarantor hereby Bank irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or United States Federal court. Borrower Borrower, Administrative Agent, and each Guarantor Bank irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower Borrower, Administrative Agent or each Bank, as the case may be, at the addresses specified herein. Borrower, Administrative Agent and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor Bank agree that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower Borrower, Administrative Agent and each Guarantor Bank further waive any objection to venue in such the State of New York and any objection to an action or proceeding in such the State of New York on the basis of forum non conveniens. Borrower Borrower, Administrative Agent and each Guarantor Bank agree that any action or proceeding brought against the Borrower, Administrative Agent or any Bank Bank, as the case may be, shall be brought only in the United States District Court for the Southern District of New York State or United States Federal Court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York Countysitting in the Borough of Manhattan), and any appellate court from any thereof, to the extent permitted or not expressly prohibited by applicable law. Nothing in this Agreement or in any other Loan Document 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 Borrower or its properties in the courts of any jurisdiction. Nothing in this Section 14.07 hereof shall affect the right of the Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictionslaw. To the extent that Borrower Borrower, Administrative Agent or any Guarantor has Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower Borrower, Administrative Agent and each Guarantor Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, Notes and any other Revolving Credit Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOAN. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE (1) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against a Lender-Related Person for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet, any Approved Electronic Platform and any Approved Borrower Portal), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided that, nothing in this Section shall relieve the Borrower of any obligation it may have to indemnify an indemnified person, as provided in Section 12.04, against any special, indirect, consequential or punitive damages asserted against such indemnified person by a third party.