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

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Service of Process. Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the parties irrevocably agrees courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, or in any court with jurisdiction that any Action with respect to this Agreement is located in Delaware, California or the rights state where the related underlying Mortgaged Property is located, and any appellate court from any thereof, in any action or obligations proceeding arising hereunderout of or relating to the Repurchase Documents, or for recognition and or enforcement of any Judgment judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate such State court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) the Action in such court is brought Federal court. Each Party agrees that a final judgment in an inconvenient forum, (ii) the venue of any such Action is improper action or (iii) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each of the parties by this Agreement consents to service being made through the notice procedures set forth Nothing in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyother Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against any Seller or its properties in the courts of any jurisdiction. Each Party irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party irrevocably consents to service of process in the manner provided for notices in Section 18.12. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement Supplemental Indenture or the rights Notes, or obligations arising hereunderthe transactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13America for the Southern District of New York, and each party waives any objection court of appeals with respect to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each court, and, by execution and delivery of this Supplemental Indenture, each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts and agrees that it will not bring any action relating to this Agreement lack personal jurisdiction over the Company or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waivesGuarantors, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwiseclaim, in any Action legal action or proceeding with respect to this AgreementSupplemental Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any of the aforementioned courts, that such courts lack personal jurisdiction over the Company or any of the Guarantors, (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) defense of forum non conveniens in any legal action or proceeding with respect to the Action in such court is Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in an inconvenient forum, (ii) any of the venue of such Action is improper or aforementioned courts and (iii) this Agreement, agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each law. (b) The Company and each of the parties by this Agreement consents Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to service being made through the notice procedures set forth receive, accept and acknowledge for and on its behalf, and in Section 4.9 and agrees that respect of its property, service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested proceeding arising out of or in connection with the Indenture, the Notes, the Note Guarantees or any of the Collateral Documents. The Company and first-class postage prepaid) each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the respective addresses set forth Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in Section 4.9 full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process for upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Action of the Guarantors, as applicable, in connection with this Agreement care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the transactions contemplated herebyCompany or any of the Guarantors, as applicable, at its address specified in Section 13.02 of the Indenture. (c) Nothing contained in this Section 5 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase U.S. dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or permitted assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.134.12, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.134.12, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action with respect legal action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, Shareholder shall be brought and determined exclusively in the Delaware United States District Court of Chancery and any state appellate court therefrom within in the State of Delaware (orWashington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, if and each of the Delaware Court parties hereby irrevocably submits to the exclusive jurisdiction of Chancery declines the aforesaid courts for itself and with respect to accept jurisdiction over a particular matterits property, generally and unconditionally, with regard to any state such action or federal court within the State proceeding arising out of Delaware). The parties further agree that no party or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall be required to obtain, furnish or post constitute sufficient service of process and the parties further waive any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of argument that such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrumentservice is insufficient. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect action or proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above named courts United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason other than the failure to serve in accordance with this Section 4.13reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such courts applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such Action suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Service of Process. Each Except for disputes subject to arbitration under the terms hereof, each Party hereby submits generally, unconditionally, irrevocably, and exclusively to the jurisdiction of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orNew York in New York County and the jurisdiction of the federal courts of the United States District Court for the Southern District of New York. Each Party agrees that service of all writs, if processes, statements, correspondence, and summonses in any suit, action, or proceeding in the Delaware Court of Chancery declines above-named courts may be made upon such Party by the mailing thereof by registered or certified mail, postage prepaid to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such Party at such Party's address for notices as provided for in this Agreement. The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to Nothing in this Section 4.13shall be deemed to in any way limit the ability of any Party to serve any such writs, processes, statements, correspondence, or summonses in any other manner permitted by applicable law or to obtain jurisdiction over any Party in such other jurisdictions, and each party in such manner, as may be permitted by applicable law. Each Party irrevocably waives any objection to which it may now or in the imposition future have based on a lack of personal jurisdiction over such relief Party or any right which it may have to require the obtaining, furnishing or posting laying of the venue of any such bond suit, action, or similar instrument. Each of proceeding brought in the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid above-named courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement further irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) waives any claim that it is not personally subject to the jurisdiction of the above above-named courts for courts, that any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or of its respective property is exempt or immune from jurisdiction of attachment or execution, that any such suit, action, or proceeding brought in any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is has been brought in an improper venue or an inconvenient forum, (ii) that the venue of any such Action action, suit, or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such any of the above-named courts. Each Party hereby expressly waives the application of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective for service of process according to The Hague Convention for any Action Service Abroad of Judicial and Extrajudicial Documents in connection with this Agreement Civil or the transactions contemplated herebyCommercial Matters.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any Action with respect such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such Federal court. Each Borrower (other than PMI) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon PMI at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Secretary, or such other address in the United States as notified to the Administrative Agent from time to time (the “Process Agent”), and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement Notes in the courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyjurisdiction.

Submission to Jurisdiction; Service of Process. Each Guarantor irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the parties irrevocably agrees that courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunderRepurchase Documents, or for recognition and or enforcement of any Judgment judgment, and Guarantor irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Court of Chancery and any such state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Requirements of Law, in such federal court. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the applicable judgment or in any other manner provided by Requirements of Law. Nothing in this Guaranty or the other Repurchase Documents shall affect any right that Buyer or any Indemnified Person may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Guarantor or its properties in the courts of any jurisdiction. Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any claim objection that (i) it may now or hereafter have to the Action laying of venue of any action or proceeding arising out of or relating to the Repurchase Documents in such any court is brought in referred to above, and the defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or (iii) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by any such courtscourt. Each of the parties by this Agreement Guarantor irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 4.9 and agrees that service 6.11. Nothing in this Guaranty will affect the right of any process, summons, notice or document party hereto to serve process in any other manner permitted by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service Requirements of process for any Action in connection with this Agreement or the transactions contemplated herebyLaw.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any Action with respect such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such Federal court. Each Borrower (other than PMI) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon PMI at Xxxxxxxxxx Commons One, 0000 Xxxxxx Xxxxx, 2nd floor, Richmond, Virginia 23236, Attention: Secretary, or such other address in the United States as notified to the Facility Agent from time to time (the “Process Agent”), and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement Notes in the courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyjurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Document, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower’s address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement. Each Guarantor agrees that it will not bring a final judgment in any such action relating or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 18 (Submission to this Agreement Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (d) If for the purposes of the transactions contemplated hereby obtaining judgment in any court other than the aforesaid courts. Each of it is necessary to convert a sum due hereunder in Dollars into another currency, the parties by this Agreement irrevocably waiveshereto agree, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the applicable LawAdministrative Agent at 10:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, any claim that (i) for the Action in such court is brought in an inconvenient forumpurchase of Dollars, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebydelivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Borrower hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of them may now or hereafter have to the transactions contemplated hereby bringing of any such action or proceeding in any court other than the aforesaid courtssuch respective jurisdictions. 128 (b) Each of the parties by this Agreement Borrowers hereby irrevocably waivesdesignates, appoints and empowers CSC Corporation, 1133 Ave of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000 (telephone no: 000-000-0000) (telecopy no: 212-299-5656) (electronic mail address: xxxxxxxx@xxxxxxx.xxx and/or xxxxxxxx@xxxxxxx.xxx) (the "Process Agent"), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and agrees not to assertin respect of its property, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Borrower in care of the transactions contemplated herebyProcess Agent at the Process Agent's above address, and each of the Borrowers hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of the Borrowers irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Borrower at its address specified in Section 11.8 (Notices, Etc.). Each of the Borrowers agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 11.12 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Borrower or any other Loan Party in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars, Canadian Dollars, Euros or Sterling into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars, Canadian Dollars, Euros or Sterling, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, Canadian Dollars, Euros or Sterling, as the case may be, for delivery two Business Days thereafter. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, Credit Document shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York sitting in New York County or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees courts, except that it will not the Agents, Issuers or Participants may bring any legal action relating to this Agreement or any of the transactions contemplated hereby proceedings in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action appropriate jurisdictions with respect to this Agreement, (a) any claim that it is not personally subject the enforcement of its rights with respect to the jurisdiction Collateral. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the above named courts for grounds of forum non conveniens, that any reason other than of them may now or hereafter have to the failure to serve bringing of any such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) The Parent and each Applicant irrevocably consents to the service of any claim and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to J. Xxx XxXxxxxxx Holdings, LLC (at 000 Xxxxx Xxxxxxxx Xxxxxxx, Houston, Texas 77079) or the Parent at its address specified in Section 11.8. The Parent and each Applicant agrees that it a final judgment in any such action or its property is exempt proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or immune in any other manner provided by law. (c) Nothing contained in this Section 11.12 shall affect the right of the Administrative Agent or any Participant to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Applicants or any other Credit Party in any other jurisdiction. (d) To the extent that either the Parent or an Applicant has or hereafter may acquire any immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through from service of or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law), any claim that (i) the Action such Person hereby irrevocably waives such immunity in such court is brought in an inconvenient forum, (ii) the venue respect of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyits obligations hereunder.

Submission to Jurisdiction; Service of Process. Each The Company hereby irrevocably and unconditionally (i) submits, for itself and for its property, to the exclusive jurisdiction of the parties irrevocably agrees United Stated District Court for the Southern District of New York or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or in any way relating to this Agreement or the rights or obligations arising hereundertransactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and ii) agrees that it will not bring assert any claim, or in any way support any suit, action or proceeding, arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any of judgment, other than in such courts, (iii) agrees that all suits, claims, actions or proceedings related to this Agreement or the transactions contemplated hereby shall be heard and determined only in any court other than the aforesaid such courts. Each of the parties by this Agreement irrevocably , (iv) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by it may effectively do so, the applicable Law, any claim defense of inconvenient forum and (v) agrees that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue a final judgment of such Action is improper or (iii) this Agreement, or the subject matter hereof, courts shall be conclusive and may not be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by such courtslaw. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and The Company agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) addressed to the respective addresses set forth in Section 4.9 Company c/o Xxxxxxx X. XxXxxxxx, Senior Vice President, General Counsel and Secretary, 0 Xxxxxxxxxxxx Xxxxxxx, Xxxxxx X0X0XX, Xxxxxxx, Xxxxxx Xxxxxxx shall be effective service of process against the Company for any Action in connection with suit, action or proceeding relating to any dispute related to this Agreement or the transactions contemplated hereby. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable requirements of law. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

Submission to Jurisdiction; Service of Process. Each Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the parties courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee, and each such party irrevocably and unconditionally agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate such State court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, in such Federal court. Guarantor, and by its acceptance hereof, Buyer, each hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the applicable judgment or in any other manner provided by law. Nothing in this Guarantee or the other Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding for prejudgment remedies as for recognition or enforcement of any judgments arising out of or relating to this Guarantee against Guarantor or its properties in the courts of any jurisdiction where either Guarantor or such properties are located. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any claim objection that (i) it may now or hereafter have to the Action laying of venue of any action or proceeding arising out of or relating to this Guarantee in such any court is brought in referred to above, and the defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or (iii) this Agreementproceeding in any such court. Guarantor, or the subject matter and by its acceptance hereof, may not be enforced in or by such courts. Each of the parties by this Agreement Buyer, each hereby irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 4.9 and agrees that service 15. Nothing in this Guarantee will affect the right of Buyer to serve process in any process, summons, notice or document other manner permitted by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyapplicable law.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (orNew York located in the City of New York or of the United States of America for the Southern District of New York, if and, by execution and delivery of this Agreement, the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, Borrower and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties Subsidiary Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) The Borrower and (c) each Subsidiary Guarantor hereby irrevocably consents to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents in any suit, action or document by registered mail (return receipt requested and first-class postage prepaid) to proceeding brought in the respective addresses set forth in Section 4.9 shall be effective service United States of process for any Action America arising out of or in connection with this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower or the Subsidiary Guarantor, as the case may be, at its address specified in Section 13.8. The Borrower and each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 13.12 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Loan Party in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the parties irrevocably agrees that United States of America sitting in New York City, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunderother Loan Documents, or for recognition and or enforcement of any Judgment judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to the Credit Agreement or the rights other Loan Documents against each Guarantor or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively their respective properties in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting courts of any such bond or similar instrument. jurisdiction. (b) Each of the parties Guarantor hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionallyunconditionally waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the aforesaid courts and agrees that it will not bring venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby other Loan Documents in any New York State or Federal court other than the aforesaid courtsreferred to in paragraph (a) of this Section. Each of the parties by this Agreement Guarantor hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, the applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or proceeding in any such court. (iiic) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement Guarantor irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 4.9 and agrees that service 9.01 of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth Credit Agreement. Nothing contained in Section 4.9 shall be effective service of process for any Action in connection with this the Credit Agreement or any other Loan Document shall affect the transactions contemplated herebyright of the Collateral Agent or any other Guarantied Party to serve process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any Action with respect such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such Federal court. Each Borrower (other than Altria) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon Altria at its offices at 100 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary (the “Process Agent”) and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement Notes in the courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyjurisdiction.

Submission to Jurisdiction; Service of Process. Each (a) Subject to Sections 2.12 and 6.6, each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve manner permitted by Law or in accordance with this Section 4.13, equity. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action including any dispute resolution process pursuant to Section 2.12 or its property is exempt 6.6, if the Insurer or immune the Independent Third Party produces or otherwise disclose the Life-By-Life Information, or information from jurisdiction which Life-By-Life Information may be derived, to the Company, the Independent Fiduciary or their respective Affiliates or Representatives, the Company and the Independent Fiduciary shall consent to the filing of, and the Parties shall use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such Insurer Provided Life-by-Life Information and ensure the strictly confidential treatment thereof, including requiring such Insurer Provided Life-by-Life Information to be submitted under seal and for the return and destruction of such Insurer Provided Life-by-Life Information or copies thereof following the conclusion of any such court Action, provided, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company's position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. Each of the parties Issuer and the Company hereby irrevocably agrees and unconditionally (i) submits, for itself and for its property, to the exclusive jurisdiction of the United Stated District Court for the Southern District of New York or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or in any way relating to this Agreement or the rights or obligations arising hereundertransactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and ii) agrees that it will not bring assert any claim, or in any way support any suit, action or proceeding, arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any of judgment, other than in such courts, (iii) agrees that all suits, claims, actions or proceedings related to this Agreement or the transactions contemplated hereby shall be heard and determined only in such courts, (iv) waives, to the fullest extent it may effectively do so, the defense of inconvenient forum and (v) agrees that a final judgment of such courts shall be conclusive and may be enforced in any court other than jurisdiction by suit on the aforesaid courtsjudgment or in any other manner provided by law. Each of the parties by this Agreement irrevocably waives, Issuer and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and Company agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) addressed to the respective addresses set forth in Section 4.9 Issuer or the Company, respectively, c/o Xxxxxxx X. XxXxxxxx, Senior Vice President, General Counsel and Secretary, 0 Xxxxxxxxxxxx Xxxxxxx, Xxxxxx X0X0XX, Xxxxxxx, Xxxxxx Xxxxxxx shall be effective service of process against the Issuer or Company, respectively, for any Action in connection with suit, action or proceeding relating to any dispute related to this Agreement or the transactions contemplated hereby. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable requirements of law. To the extent that either of the Issuer or the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Document, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower's address specified in Section 8.8 (Notices, Etc.) of the Second Lien Credit Agreement. Each Guarantor agrees that it will not bring a final judgment in any such action relating or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 18 (Submission to this Agreement Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (d) If for the purposes of the transactions contemplated hereby obtaining judgment in any court other than the aforesaid courts. Each of it is necessary to convert a sum due hereunder in Dollars into another currency, the parties by this Agreement irrevocably waiveshereto agree, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the applicable LawAdministrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, any claim that (i) for the Action in such court is brought in an inconvenient forumpurchase of Dollars, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebydelivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the parties irrevocably agrees that U.S. sitting in New York City, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunder, transactions contemplated hereby or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13judgment relating thereto, and each party waives any objection to the imposition hereto hereby irrevocably and unconditionally agrees that all claims or causes of such relief action (whether in contract, tort or any right it may have to require the obtaining, furnishing or posting otherwise) in respect of any such bond action or similar instrument. Each of the parties hereby irrevocably submits with regard to any proceeding may be heard and determined in such Action for itself and in respect of its property, generally and unconditionallyNew York State court or, to the personal jurisdiction of the aforesaid courts and extent permitted by law, in such federal court. Each party hereto 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. (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it will not bring may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courtsNew York State or federal court. Each of the parties by this Agreement party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, the applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or proceeding in any such court. (iiic) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement party hereto hereby irrevocably and unconditionally consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 4.9 and agrees that service 8 hereof. Nothing in this Agreement will affect the right of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) party to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyto serve process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. (a) Each party, including each of Sellers’ Parent and Buyer Parents, hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any United States federal court located in the County of New York, New York (the “New York Federal Court”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto, including Sellers’ Parent and Buyer Parents, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in the New York Federal Court. (b) Each of the parties hereby, including each of Sellers’ Parent and Buyer Parents, irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any Action with respect objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrumentNew York Federal Court. Each of the parties hereto, including each of Sellers’ Parent and Buyer Parents, hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, the applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or proceeding in the New York Federal Court and all right to a trial by Jury. (iiic) Each of Buyer and Buyer Parents hereby irrevocably and unconditionally appoints CT Corporation as agent for service of process in the State of New York in connection with this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party, including each of the parties by Sellers’ Parent and Buyer Parents, agrees that service of process in any suit, action or proceeding arising out of or relating to this Agreement consents may be effected by sending a copy thereof by an internationally recognized next-day courier to service being made through the notice procedures its address as set forth in Section 4.9 and agrees that 9.4 (or in the case of service of made on any processBuyer or Buyer Parent, summonsat Sellers’ option, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective agent for service of process for any Action referred to in connection with the preceding sentence). Nothing in this Agreement or will affect the transactions contemplated herebyright of any party to this Agreement to serve process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, Loan Document shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (orNew York located in the City of New York or of the United States of America for the Southern District of New York, if the Delaware Court and, by execution and delivery of Chancery declines to accept jurisdiction over a particular matterthis Agreement, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Borrower and each other Group Member irrevocably and unconditionally agrees that it will not bring commence any action action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender, any Issuer or any Related Party of the foregoing in any way relating to this Agreement or any of other Loan Document or the transactions contemplated hereby relating hereto or thereto, in any court forum other than the aforesaid courts. Each courts of the parties by State of New York located in the City of New York or of the United States of America for the Southern District of New York; provided, that nothing in this Agreement irrevocably waives, and agrees not or any other Loan Document shall limit the right of the Administrative Agent to assert, by way commence any proceeding in the federal or state courts of motion, any other jurisdiction to the extent the Administrative Agent determines that such action is necessary or appropriate to exercise its rights or remedies as a defense, counterclaim secured creditor under this Agreement or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, Collateral Document. (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) The Borrower hereby irrevocably consents to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents in any suit, action or document by registered mail (return receipt requested and first-class postage prepaid) to proceeding brought in the respective addresses set forth in Section 4.9 shall be effective service United States of process for any Action America arising out of or in connection with this Agreement or any other Loan Document by the transactions contemplated hereby.mailing (by

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (orNew York sitting in New York County or of the United States of America for the Southern District of New York, if the Delaware Court and, by execution and delivery of Chancery declines to accept jurisdiction over a particular matterthis Agreement, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees courts, except that it will not the Agents, Issuers or Lenders may bring any legal action relating to this Agreement or any of the transactions contemplated hereby proceedings in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action appropriate jurisdictions with respect to this Agreement, (a) any claim that it is not personally subject the enforcement of its rights with respect to the jurisdiction Collateral. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the above named courts for grounds of forum non conveniens, that any reason other than of them may now or hereafter have to the failure to serve bringing of any such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) The Borrower irrevocably consents to the service of any claim and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to J. Xxx XxXxxxxxx Holdings, LLC (at 000 Xxxxx Xxxxxxxx Xxxxxxx, Houston, Texas 77079) or the Borrower at its address specified in Section 11.8. The Borrower agrees that it a final judgment in any such action or its property is exempt proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or immune in any other manner provided by law. (c) Nothing contained in this Section 11.12 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Loan Party in any other jurisdiction. (d) To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through from service of or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution of judgment or otherwise) and (c) to ), the fullest extent permitted by the applicable Law, any claim that (i) the Action Borrower hereby irrevocably waives such immunity in such court is brought in an inconvenient forum, (ii) the venue respect of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyits obligations hereunder.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement Indenture or the rights Notes, or obligations arising hereunderthe transactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13America for the Southern District of New York, and each party waives any objection court of appeals with respect to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each court, and, by execution and delivery of this Indenture, each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal non-exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts and agrees that it will not bring any action relating to this Agreement lack personal jurisdiction over the Company or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waivesGuarantors, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwiseclaim, in any Action legal action or proceeding with respect to this AgreementIndenture or the Notes or the Guarantees brought in any of the aforementioned courts, that such courts lack personal jurisdiction over the Company or any of the Guarantors, (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) defense of forum non conveniens in any legal action or proceeding with respect to this Indenture, the Action in such court is Notes or the Guarantees brought in an inconvenient forum, (ii) any of the venue of such Action is improper or aforementioned courts and (iii) this Agreement, agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each law. (b) The Company and each of the parties by this Agreement consents Guarantors hereby irrevocably designates, appoints and empowers CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000] (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to service being made through the notice procedures set forth receive, accept and acknowledge for and on its behalf, and in Section 4.9 and agrees that respect of its property, service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested proceeding arising out of or in connection with this Indenture, the Notes or the Guarantees. The Company and first-class postage prepaid) each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the respective addresses set forth Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in Section 4.9 full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process for upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Action of the Guarantors, as applicable, in connection with this Agreement care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the transactions contemplated herebyCompany or any of the Guarantors, as applicable, at its address specified in Section 13.01 hereof. The Company shall notify the Trustee in writing of any change in the Process Agent. (c) Nothing contained in this Section 13.14 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of dollars, for delivery two Business Days thereafter. (e) The Trustee shall have full power to appeal to a court of applicable jurisdiction to determine all questions and doubts arising in relation to the interpretation or application of any of the provisions of this Indenture as it affects the Trustee and every such determination (whether made upon a question actually raised or implied in the acts or proceedings of the Trustee) shall be conclusive and shall bind the parties to this Indenture.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Holdco Guaranty Agreement or the rights or obligations arising hereunderNotes, or for recognition and or enforcement of any Judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, proceeding shall be brought heard and determined exclusively in such New York State or, to the Delaware extent permitted by law, in such Federal courtUnited States District Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if that court does not have subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the Delaware Court foregoing, each of Chancery declines the parties hereto shall retain the right to accept bring any such action or proceeding in the courts of any other jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent”) and each Designated Subsidiary hereby irrevocably appoints the Process Agent as a condition its authorized agent to obtaining any remedy referred to in this Section 4.13accept such service of process, and each party waives agrees that the failure of the Process Agent to give any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting notice of any such bond service shall not impair or similar instrumentaffect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Xxxxx Xxxxx and the Borrowers further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Xxxxx Xxxxx or such Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of the parties hereby irrevocably submits with regard to hereto agrees that a final judgment in any such Action for itself action or proceeding shall be conclusive and may be enforced in respect of its propertyother jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Holdco Guaranty Agreement or any of the transactions contemplated hereby Note shall affect any right that any party may otherwise have to serve legal process in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent manner permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebylaw.

Submission to Jurisdiction; Service of Process. Each Guarantor irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the parties irrevocably agrees that courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunderRepurchase Documents, or for recognition and or enforcement of any Judgment judgment, and Guarantor irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Court of Chancery and any such state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Requirements of Law, in such federal court. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the applicable judgment or in any other manner provided by Requirements of Law. Nothing in this Guaranty or the other Repurchase Documents shall affect any right that Buyer or any Indemnified Person may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Guarantor or its properties in the courts of any jurisdiction. Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any claim objection that (i) it may now or hereafter have to the Action laying of venue of any action or proceeding arising out of or relating to the XXXX0\0000000x00 Xxxxxxxxxx Documents in such any court is brought in referred to above, and the defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or (iii) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by any such courtscourt. Each of the parties by this Agreement Guarantor irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 4.9 and agrees that service 6.11. Nothing in this Guaranty will affect the right of any process, summons, notice or document party hereto to serve process in any other manner permitted by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service Requirements of process for any Action in connection with this Agreement or the transactions contemplated herebyLaw.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought, prior to the rights or obligations arising hereunderEffective Date, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Bankruptcy Court and, at any time, in the courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction The Borrower hereby irrevocably designates, appoints and empowers The Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (telephone no: (000) 000-0000) (telecopy no: (000) 000-0000) (the "Process Agent"), in the case of any such court suit, action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is proceeding brought in an inconvenient forumthe United States of America as its designee, (ii) the venue appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of such Action is improper or (iii) this Agreementits property, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the transactions contemplated hereby.Borrower in care of the Process Agent at the Process Agent's above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Borrower at its address specified in Section 11.8

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Document, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably designates, appoints and empowers CT Corporation (telephone number: ___________) (telecopy number:__________) (the "Process Agent"), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of, or in connection with, this Guaranty or any other Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent's above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Borrower at the Borrower's address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement or at such other address as the Borrower may specify pursuant to such Section 11.8. Each Guarantor agrees that it will not bring a final judgment in any such action relating or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 18 (Submission to this Agreement Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (d) If for the purposes of the transactions contemplated hereby obtaining judgment in any court other than the aforesaid courts. Each of it is necessary to convert a sum due hereunder in Dollars into another currency, the parties by this Agreement irrevocably waiveshereto agree, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the applicable LawAdministrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, any claim that (i) for the Action in such court is brought in an inconvenient forumpurchase of Dollars, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebydelivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement Supplemental Indenture or the rights Notes, or obligations arising hereunderthe transactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13America for the Southern District of New York, and each party waives any objection court of appeals with respect to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each court, and, by execution and delivery of this Supplemental Indenture, each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts and agrees that it will not bring any action relating to this Agreement lack personal jurisdiction over the Company or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waivesGuarantors, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwiseclaim, in any Action legal action or proceeding with respect to this AgreementSupplemental Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any of the aforementioned courts, that such courts lack personal jurisdiction over the Company or any of the Guarantors, (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) defense of forum non conveniens in any legal action or proceeding with respect to the Action in such court is Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in an inconvenient forum, (ii) any of the venue of such Action is improper or aforementioned courts and (iii) this Agreement, agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each law. (b) The Company and each of the parties by this Agreement consents Guaranteeing Subsidiaries hereby irrevocably designates, appoints and empowers Global Crossing Development Co., 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to service being made through the notice procedures set forth receive, accept and acknowledge for and on its behalf, and in Section 4.9 and agrees that respect of its property, service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested proceeding arising out of or in connection with the Indenture, the Notes, the Note Guarantees or any of the Collateral Documents. The Company and first-class postage prepaid) each of the Guaranteeing Subsidiaries hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the respective addresses set forth Company and each of the Guaranteeing Subsidiaries agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in Section 4.9 full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process for upon the Company and each of the Guaranteeing Subsidiaries. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Action of the Guaranteeing Subsidiaries, as applicable, in connection with this Agreement care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guaranteeing Subsidiaries hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guaranteeing Subsidiaries irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the transactions contemplated herebyCompany or any of the Guaranteeing Subsidiaries, as applicable, at its address specified in Section 13.02 of the Indenture. (c) Nothing contained in this Section 5 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guaranteeing Subsidiaries in any other jurisdiction. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase U.S. dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably agrees that any Action with respect and unconditionally submits, for itself and its property, to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement nonexclusive jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate New York State court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument America sitting in connection with or as a condition to obtaining any remedy referred to in this Section 4.13New York City, and each party waives any objection to the imposition of such relief or appellate court from any right it may have to require the obtainingthereof, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court other than or, to the aforesaid courtsextent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, the applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or (iii) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by any such courtscourt. Each of the parties by this Agreement The Borrower hereby irrevocably consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents in any suit, action or document by registered mail (return receipt requested and first-class postage prepaid) to proceeding brought in the respective addresses set forth in Section 4.9 shall be effective service United States of process for any Action America arising out of or in connection with this Agreement or any other Loan Document by the transactions contemplated hereby.mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower at its address specified in Section 10.8

Submission to Jurisdiction; Service of Process. Each (a) THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY EXHIBIT MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. (b) In relation to any dispute arising out of the parties irrevocably agrees that any Action or in connection with respect to this Agreement or any Exhibit, and for the rights exclusive benefit of the Purchasers and any Holders, the Company irrevocably and unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, and to the non-exclusive jurisdiction of any court of the State of New York located in the City and County of New York, for the purposes of any suit, action or obligations other proceeding arising hereunderout of, or for recognition and enforcement of any Judgment in respect of relating to, this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement Exhibit or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably or thereby, and hereby waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13whatsoever, (b) any claim that it such suit, action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) or that the venue of such Action suit, action or proceeding is improper improper, or (iii) that this Agreement, Agreement or any Exhibit or the subject matter hereof, hereof may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and The Company hereby agrees that service process against it may be served by mail or delivery of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process in any of the aforementioned action, suits or proceedings to CT Corporation System, 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxch agent being hereinafter called the "Process Agent"), which the Company hereby irrevocably designates and appoints as its attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service to such office or upon such agent shall constitute valid service upon the Company. The Company hereby directs the Process Agent to receive and accept all process on its behalf. The Company shall promptly notify the Purchasers of any change in the address of the Process Agent and may, with prior notice given to Holders, appoint a successor Process Agent; provided, however, that if the Process Agent shall at any time cease to exist or its agency shall for any Action reason cease, the Company shall designate forthwith a successor Process Agent in connection the County and State of New York and shall give prompt notice of such designation to the Holders, together with this Agreement evidence of the acceptance of any such appointment. The Company agrees irrevocably to the service of process of any of the aforementioned courts in any suit, action or proceeding described above by mailing of copies of such process to the transactions contemplated herebyCompany at its address specified in Section 6.7 hereof. Nothing herein shall preclude service of process in any other manner permitted by applicable law or prohibit any Holder from commencing legal proceedings against the Company or any of its properties in any other jurisdiction.

Submission to Jurisdiction; Service of Process. (a) Each of the parties irrevocably party hereto hereby consents and agrees that the Bankruptcy Court shall have exclusive jurisdiction to hear and determine any Action with respect claims or disputes between the Borrowers, Administrative Agent and Lenders pertaining to this Agreement or any of the rights other Loan Documents or obligations to any matter arising hereunder, out of or for recognition and enforcement of any Judgment in respect of relating to this Agreement or the rights or obligations arising hereunder brought by any of the other party hereto or its successors or assigns, shall be brought and determined exclusively Loan Documents; provided that nothing in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required deemed to obtainoperate to preclude the Administrative Agent or any Lender from bringing suit or taking other legal action in the courts of the State of New York sitting in the City of New York or of the United States of America for the Southern District of New York; and, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to provided, further, that nothing in this Section 4.13, and each party waives Agreement shall be deemed or operate to preclude the Administrative Agent from bringing suit or taking other legal action in any objection other jurisdiction to realize on the imposition of such relief Collateral or any right it may have other security for the Obligations, or to require the obtaining, furnishing enforce a judgment or posting of any such bond or similar instrument. Each other court order in favor of the parties Administrative Agent for the benefit of itself and the other Lenders and, by execution and delivery of this Agreement, each Borrower hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) Each Borrower irrevocably consents to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice and all process in such action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) of copies of such process to an appointed process agent or the Borrower at its address specified in Section 10.8. Each Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.13 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Borrower in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement Indenture or the rights Notes, or obligations arising hereunderthe transactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13America for the Southern District of New York, and each party waives any objection court of appeals with respect to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each court, and, by execution and delivery of this Indenture, each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts and agrees that it will not bring any action relating to this Agreement lack personal jurisdiction over the Company or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waivesGuarantors, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwiseclaim, in any Action legal action or proceeding with respect to this AgreementIndenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any of the aforementioned courts, that such courts lack personal jurisdiction over the Company or any of the Guarantors, (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) defense of forum non conveniens in any legal action or proceeding with respect to this Indenture or the Action in such court is Notes, the Note Guarantees or any of the Collateral Documents brought in an inconvenient forum, (ii) any of the venue of such Action is improper or aforementioned courts and (iii) this Agreement, agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each law. (b) The Company and each of the parties by this Agreement consents Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to service being made through the notice procedures set forth receive, accept and acknowledge for and on its behalf, and in Section 4.9 and agrees that respect of its property, service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested proceeding arising out of or in connection with this Indenture, the Notes, the Note Guarantees or any of the Collateral Documents. The Company and first-class postage prepaid) each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the respective addresses set forth Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in Section 4.9 full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process for upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Action of the Guarantors, as applicable, in connection with this Agreement care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the transactions contemplated herebyCompany or any of the Guarantors, as applicable, at its address specified in Section 13.02 hereof. (c) Nothing contained in this Section 13.15 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase U.S. dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter. (e) The Trustee shall have full power to appeal to a court of applicable jurisdiction to determine all questions and doubts arising in relation to the interpretation or application of any of the provisions of this Indenture as it affects the Trustee and every such determination (whether made upon a question actually raised or implied in the acts or proceedings of the Trustee) shall be conclusive and shall bind the parties to this Indenture. Dated as of September 22, 2009 By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Secretary By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President for each of the Guarantors listed above By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Secretary for each of the Guarantors listed above As a Guarantor By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President, Legal As a Guarantor By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx as attorney under power of attorney By: /s/ Xxx Xxxxx Name: Xxx Xxxxx as attorney under power of attorney GLOBAL CROSSING BELGIË BVBA, in liquidation, represented by its liquidator, GLOBAL CROSSING PEC BELGIUM BVBA, represented by Xx. Xxxxxx Xxxxxx As a Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director for each of the Guarantors listed above By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Manager By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Manager for each of the Guarantors listed above As a Guarantor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory for each of the Guarantors listed above By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Director for each of the Guarantors listed above

Submission to Jurisdiction; Service of Process. Each of Obligor and the parties Trustee irrevocably agrees that any Action with respect submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the New York State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State Borough of Delaware). Manhattan, The parties further agree that no party to this Agreement shall be required to obtainCity of New York, furnish over any suit, action or post any bond proceeding arising out of or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement Indenture or any of the transactions contemplated hereby in any court other than Notes. To the aforesaid courts. Each of fullest extent permitted by applicable law, each Obligor and the parties by this Agreement Trustee irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the above named courts for laying of the venue of any reason other than the failure to serve such suit, action or proceeding brought in accordance with this Section 4.13, (b) any such court and any claim that it any such suit, action or its property is exempt or immune from jurisdiction of proceeding brought in any such court or from any legal process commenced has been brought in such courts (whether through service of noticean inconvenient forum. Each Obligor and the Trustee agree, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the applicable Lawnature referred to in this Section 13.10 brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any claim other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. Each Obligor consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in this Section 13.10 by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Schedule A. Each Obligor agrees that such service upon receipt (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be deemed in every respect effective service of process for upon it in any Action such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. Nothing in connection with this Agreement Section 13.10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the transactions contemplated herebyholders of any Note may have to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS INDENTURE, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Submission to Jurisdiction; Service of Process. Each (a) The Borrower irrevocably submits to the non-exclusive jurisdiction of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orNew York, if the Delaware Court courts of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the United States for the Southern District of the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13New York, and each party waives appellate courts from any objection to the imposition thereof, over any suit, action or proceeding arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated Note. The Borrower hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, any objection which it may now or hereafter have to the applicable Lawlaying of the venue of any such suit, action or proceeding brought in any such court and any claim that (i) the Action any such suit, action or proceeding brought in such a court is has been brought in an inconvenient forum. Without limiting Borrower's right to appeal any such final judgment in accordance with applicable Requirements, Borrower agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon Borrower. (b) The Borrower hereby irrevocably appoints CT Corporation System as its authorized agent to accept and acknowledge, on behalf of Borrower, service of any and all process which may be served in any suit, action or proceeding of the nature referred to above in any such court. The Borrower represents and warrants that such agent has agreed in writing to accept such appointment and that Borrower has delivered to the Agent a true copy of such designation and acceptance. Said designation and appointment shall be irrevocable. If such agent shall cease so to act, Borrower covenants and agrees that it shall irrevocably designate and appoint without delay another such agent satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment. (c) Process may be served in any suit, action or proceeding of the nature referred to above (i) by the mailing of copies thereof by registered or certified air mail, postage prepaid return receipt requested, to Borrower at its address set forth above or to such other address of which Borrower shall have given written notice to the Agent, or (ii) without affecting the venue efficacy of any service made pursuant to clause (i) above, if Borrower shall not have filed an appearance within twenty-one days after the date of such Action is improper or (iii) this Agreementmailing, or the subject matter hereofby serving a copy thereof upon CT Corporation System, may not be enforced in or by such courtsat its office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Borrower's agent for service of process. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and The Borrower agrees that such service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be deemed in every respect effective service of process for upon Borrower in any Action such suit, action or proceedings and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to Borrower. Nothing in connection with this Agreement Section shall affect the right of the Agent to serve process in any manner permitted by law or limit the transactions contemplated herebyright of the Agent to bring proceedings against Borrower in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction; Service of Process. Each (a) All disputes arising out of or relating to this Guaranty and all actions to enforce this Guaranty shall be adjudicated in the State courts of New York or the federal courts sitting in the City of New York, or the courts of the parties District of Montreal and Province of Quebec (and for purposes of any action in Canada, Section 2(k) in Schedule I to the Loan Agreement is hereby incorporated herein by reference) and each Guarantor and (by its acceptance hereof) Lender each hereby irrevocably agrees that submits to the jurisdiction of such courts in any Action with respect suit, action or proceeding arising out of or relating to this Agreement Guaranty or in any action to enforce this Guaranty. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the rights or obligations arising hereundermanners specified in this Section 19, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought as otherwise permitted by the other party hereto or its successors or assignslaw, shall be brought and determined exclusively necessary in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines order to accept confer jurisdiction over a particular matter, Guarantor and/or Lender in any state such court. (b) Provided that service of process is effected upon a Guarantor or federal court within Lender in one of the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with manners hereafter specified or as a condition to obtaining any remedy referred to in this Section 4.13otherwise permitted by law, each Guarantor and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby (by its acceptance hereof) Lender irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionallywaives, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties fullest extent permitted by this Agreement irrevocably waiveslaw, and agrees not to assert, by way of motion, as a defensedefense or otherwise (i) any objection which it may have or may hereafter have to the laying of the venue of any such suit, counterclaim action or otherwise, proceeding brought in any Action with respect to court which is mentioned in this Agreement, Section 19 or (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court suit, action or from any legal process commenced proceeding brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such a court is has been brought in an inconvenient forum. Provided that service of process is effected upon the applicable Guarantor in one of the manners specified in this Section 19 or as otherwise permitted by law, each Guarantor agrees that any final judgment from which such Guarantor has not or may not appeal or further appeal in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon such Guarantor and may, so far as is permitted under the applicable law, be enforced in any domestic or foreign courts to the jurisdiction of which the applicable Guarantor is subject. (c) Each Guarantor and (by its acceptance hereof) Lender hereby consents to process being served in any suit, action or proceeding relating to this Guaranty either by (i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Guarantor and Lender, as applicable, at the address referenced in Section 14(a) hereof or (ii) personal delivery of a copy thereof to the venue of such Action is improper or (iii) this Agreementapplicable Guarantor and Lender, or as applicable, on a Business Day at the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth address referenced in Section 4.9 and agrees that service 14(a) hereof. (d) Nothing in this Section Section 19 shall affect the right of Lender or a Guarantor to serve process in any manner permitted by law or limit the right of Lender pursuant to applicable law to bring proceedings against the other in the courts of any process, summons, notice jurisdiction or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyjurisdictions.

Submission to Jurisdiction; Service of Process. (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. (b) Each of the parties Borrowers hereby irrevocably agrees that any Action with respect to this Agreement or designates, appoints and empowers Corporation Services Company, 80 Sxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000, (xelephone no: (800) 000-0000) (xhe "Process Agent"), in the rights or obligations arising hereunder, or for recognition and enforcement case of any Judgment in respect of this Agreement suit, action or the rights or obligations arising hereunder proceeding brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court United States of Chancery America as its designee, appointee and any state appellate court therefrom within the State of Delaware (oragent to receive, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterand acknowledge for and on its behalf, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Borrower in care of the transactions contemplated herebyProcess Agent at the Process Agent's above address, and each of the Borrowers hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Borrower at its address specified in Section 11.3. Each Borrower agrees 129 139 that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 11.11 shall affect the right of the Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Borrower or any other Loan Party in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter. (e) EACH OF THE AGENT, THE LENDERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. (f) Except as prohibited by law, each party hereto hereby waives any right it may have to claim or recover in any action or proceeding with respect to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. (g) Each party hereto (i) certifies that no representative, agent or attorney of any Lender or the Agent has represented, expressly or otherwise, that such Lender or the Agent would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it has been induced to enter into this Agreement, the Notes or the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications herein.

Submission to Jurisdiction; Service of Process. Each (a) The Borrower irrevocably submits to the non-exclusive jurisdiction of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orNew York, if the Delaware Court courts of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the United States for the Southern District of the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13New York, and each party waives appellate courts from any objection to the imposition thereof, over any suit, action or proceeding arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated Note. The Borrower hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, any objection which it may now or hereafter have to the applicable Lawlaying of the venue of any such suit, action or proceeding brought in any such court and any claim that (i) the Action any such suit, action or proceeding brought in such a court is has been brought in an inconvenient forum. Without limiting Borrower's right to appeal any such final judgment in accordance xxxx applicable Requirements, Borrower agrees that a final judgment in any such suit, action ox xxxxxeding brought in such a court shall be conclusive and binding upon Borrower. (b) The Borrower hereby irrevocably appoints CT Corporation System as its authorized agent to accept and acknowledge, on behalf of Borrower, service of any and all process which may be served in any suit, action or proceeding of the nature referred to above in any such court. The Borrower represents and warrants that such agent has agreed in writing to accept such appointment and that Borrower has delivered to the Agent a true copy of such designatixx xxx acceptance. Said designation and appointment shall be irrevocable. If such agent shall cease so to act, Borrower covenants and agrees that it shall irrevocably designate and appoint without delay another such agent satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment. (c) Process may be served in any suit, action or proceeding of the nature referred to above (i) by the mailing of copies thereof by registered or certified air mail, postage prepaid return receipt requested, to Borrower at its address set forth above or to such other address of which Borrower shall have given written notice to the Agent, or (ii) without affecting the venue efficacy of any service made pursuant to clause (i) above, if Borrower shall not have filed an appearance within twenty-one days after the date of such Action is improper or (iii) this Agreementmailing, or the subject matter hereofby serving a copy thereof upon CT Corporation System, may not be enforced in or by such courtsat its office at 1633 Broadway, New York, New York 10014, as Borrower's agent for xxxxxxx xx xxxxxxx. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees Xxx Xxxxxxxx xxxxxx that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 xxxx xxrvice shall be deemed in every respect effective service of process for upon Borrower in any Action such suit, action or proceedings and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to Borrower. Nothing in connection with this Agreement Section shall affect the right of the Agent to serve process in any manner permitted by law or limit the transactions contemplated herebyright of the Agent to bring proceedings against Borrower in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction; Service of Process. Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the parties irrevocably agrees that courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunderRepurchase Documents, or for recognition and or enforcement of any Judgment judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate such State court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) the Action in such court is brought Federal court. Each Party agrees that a final judgment in an inconvenient forum, (ii) the venue of any such Action is improper action or (iii) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each of the parties by this Agreement consents to service being made through the notice procedures set forth Nothing in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyother Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Seller or its properties in the courts of any jurisdiction. Seller irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party irrevocably consents to service of process in the manner provided for notices in Section 18.12. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. • IMPORTANT WAIVERS. • SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY BUYER OR ANY INDEMNIFIED PERSON. • TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH OR RELATED TO THE REPURCHASE DOCUMENTS, THE PURCHASED ASSETS, THE TRANSACTIONS, ANY DEALINGS OR COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (WRITTEN OR ORAL) OR OTHER ACTIONS OF EITHER PARTY. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. • TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PERSON, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION. NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY REPURCHASE DOCUMENT OR THE TRANSACTIONS. - 84 - • SELLER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BUYER OR AN INDEMNIFIED PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BUYER OR AN INDEMNIFIED PERSON WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE REPURCHASE DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY. • EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 18.03 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE REPURCHASE DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE REPURCHASE DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. • THE WAIVERS IN THIS SECTION 18.03 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE REPURCHASE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. • THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE TERMINATION OF THE REPURCHASE DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE REPURCHASE OBLIGATIONS. • Integration. The Repurchase Documents supersede and integrate all previous negotiations, contracts, agreements and understandings (whether written or oral), including, without limitation, the Term Sheet, between the Parties relating to a sale and repurchase of Purchased Assets and the other matters addressed by the Repurchase Documents, and contain the entire final agreement of the Parties relating to the subject matter thereof.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action with respect to this Agreement or Company and the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection Selling Shareholders hereby submit to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal non-exclusive jurisdiction of the aforesaid U.S. federal and New York state courts and agrees that it will not bring in the Borough of Manhattan in The City of New York in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby. Each of the Company and the Selling Shareholders waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Selling Shareholders agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Selling Shareholder, as applicable, and may be enforced in any court to the jurisdiction of which Company and each Selling Shareholder, as applicable, is subject by a suit upon such judgment. The Company and each Selling Shareholder has irrevocably appointed Novocure Inc., a Delaware corporation, located 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, assigns, joint ventures and agents of any Underwriter, or by any person who controls any Underwriter, and agrees that service of process upon the Authorized Agent, and written notice of such service to the Company or any such Selling Shareholder, as the case may be, by the person serving the same to the address provided in this Section 17(c), shall be deemed in every respect effective service of process upon the Company and such Selling Shareholder in any such suit or proceeding. Each of the Company and the Selling Shareholders hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company and the Selling Shareholders further agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Company and the Selling Shareholders. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may also be instituted by any Underwriter, the directors, officers, employees, assigns, joint ventures and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in Jersey or elsewhere. The provisions of this Section 17(c) shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Holdco Guaranty Agreement or the rights or obligations arising hereunderNotes, or for recognition and or enforcement of any Judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, proceeding shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the such New York State of Delaware (or, if to the Delaware Court extent permitted by law, in such Federal court; provided that, notwithstanding the foregoing, each of Chancery declines the parties hereto shall retain the right to accept bring any such action or proceeding in the courts of any other jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent”) and each Designated Subsidiary hereby irrevocably appoints the Process Agent as a condition its authorized agent to obtaining any remedy referred to in this Section 4.13accept such service of process, and each party waives agrees that the failure of the Process Agent to give any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting notice of any such bond service shall not impair or similar instrumentaffect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Xxxxx Xxxxx and the Borrowers further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Xxxxx Xxxxx or such Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of the parties hereby irrevocably submits with regard to hereto agrees that a final judgment in any such Action for itself action or proceeding shall be conclusive and may be enforced in respect of its propertyother jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Holdco Guaranty Agreement or any of the transactions contemplated hereby Note shall affect any right that any party may otherwise have to serve legal process in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent manner permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebylaw.

Submission to Jurisdiction; Service of Process. Each of the The parties irrevocably agrees hereto hereby agree that any Action with respect to this Agreement suit or the rights or obligations proceeding arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement Guaranty, or any of the rights matters contemplated hereby or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall thereby will be brought and determined tried exclusively in the Delaware U.S. District Court for the Southern District of Chancery and any state appellate court therefrom within the State of Delaware (New York or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattersuch court does not have subject matter jurisdiction, in any state or federal court within located in the State Borough of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13Manhattan, and each party waives any objection the parties hereto hereby agree to submit to the imposition of exclusive jurisdiction of, and venue in, such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrumentcourt. Each of the parties hereby irrevocably submits with regard to hereto agrees that a final judgment in any such Action for itself action or proceeding shall be conclusive and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable law. Each of the The parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees hereto hereby agree that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) addressed to the respective addresses set forth applicable parties at the address specified in Section 4.9 shall 9.9 of the Credit Agreement, and as to the Process Agent, as provided in Section 9.14 of the Credit Agreement, will be effective service of process against such party for any Action action or proceeding relating to any such dispute. Nothing in connection with this Agreement Section 14 shall affect the rights of any party hereto to serve legal process in any other manner permitted by applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the transactions contemplated herebylaying of venue of any action or proceeding arising out of or relating to this Guaranty in any court referred to in this Section 14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Document, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor, in consideration of a similar submission made by the Guarantied Parties in the Credit Agreement, hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced Each Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System (telephone number: 212-894-8600) (telecopy number: 212-894-8690) (address: 111 Eighth Axxxxx, Xxx Xork, N.Y. 10011) (the "Process Agent"), in such courts (whether through service of noticetxx xxxx xx xxx xxxx, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is xxxxxx xx xroceeding brought in an inconvenient forumthe United States of America as its designee, (ii) the venue appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of such Action is improper or (iii) this Agreementits property, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document proceeding arising out of, or in connection with, this Guaranty or any other Loan Document. Such service may be made by mailing (by registered mail (return receipt requested and first-class or certified mail, postage prepaid) or delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent's above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Guarantor irrevocably consents to the respective addresses set forth service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Borrowers at the Borrower's address specified in Section 4.9 11.8 (Notices, Etc.) of the Credit Agreement or at such other addresses as the Borrowers may specify pursuant to such Section 11.8. Each Guarantor agrees that a final judgment in any such action or proceeding shall be effective service conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 21 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (d) If for the purposes of obtaining judgment in any Action court it is necessary to convert a sum due hereunder in connection a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with this Agreement or normal banking procedures the transactions contemplated herebyAdministrative Agent could purchase such Currency of Payment with such other NON-U.S. GUARANTY SWIFT & COMPANY currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that Subject to clauses (b) and (c) below, any Action legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, Loan Document shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware New York sitting in the County of New York (orthe “New York Supreme Court”) or of the District Court for the Southern District of New York (the “New York Federal Court,” and together with the New York Supreme Court, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware“New York Courts”). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and appellate courts from either of them and, by execution and delivery of this Agreement, each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees New York Courts; provided that it will not bring any action relating nothing herein shall be deemed or operate to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that preclude (i) the Action Administrative Agent or Collateral Agent from bringing suit or taking other legal action in such any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court is brought order in an inconvenient forumfavor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the venue recognition and enforcement of such Action is improper or any judgment, (iii) this Agreementif all such New York Courts decline jurisdiction over any Person or decline (or, or in the case of the New York Federal Court, lack) jurisdiction over any subject matter hereofof such action or proceeding, a legal action or proceeding may not be enforced brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such courtsparty or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. Each The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the parties by this Agreement consents grounds of forum non conveniens, that any of them may now or hereafter have to service being made through the notice procedures set forth in Section 4.9 and agrees that service bringing of any process, summons, notice such action or document by registered mail (return receipt requested and first-class postage prepaid) to the proceeding in such respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyjurisdictions.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement Indenture or the rights Notes, or obligations arising hereunderthe transactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13America for the Southern District of New York, and each party waives any objection court of appeals with respect to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each court, and, by execution and delivery of this Indenture, each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts and agrees that it will not bring any action relating to this Agreement lack personal jurisdiction over the Company or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waivesGuarantors, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwiseclaim, in any Action legal action or proceeding with respect to this AgreementIndenture or the Notes or the Note Guarantees brought in any of the aforementioned courts, that such courts lack personal jurisdiction over the Company or any of the Guarantors, (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) defense of forum non conveniens in any legal action or proceeding with respect to this Indenture or the Action in such court is Notes or the Note Guarantees brought in an inconvenient forum, (ii) any of the venue of such Action is improper or aforementioned courts and (iii) this Agreement, agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each law. (b) The Company and each of the parties by this Agreement consents Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., 200 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to service being made through the notice procedures set forth receive, accept and acknowledge for and on its behalf, and in Section 4.9 and agrees that respect of its property, service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested proceeding arising out of or in connection with this Indenture, the Notes or the Note Guarantees. The Company and first-class postage prepaid) each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the respective addresses set forth Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in Section 4.9 full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process for upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Action of the Guarantors, as applicable, in connection with this Agreement care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the transactions contemplated herebyCompany or any of the Guarantors, as applicable, at its address specified in Section 12.02 hereof. (c) Nothing contained in this Section 12.15 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase U.S. dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter. (e) The Trustee shall have full power to appeal to a court of applicable jurisdiction to determine all questions and doubts arising in relation to the interpretation or application of any of the provisions of this Indenture as it affects the Trustee and every such determination (whether made upon a question actually raised or implied in the acts or proceedings of the Trustee) shall be conclusive and shall bind the parties to this Indenture. Dated as of November 16, 2010 Very truly yours, GLOBAL CROSSING LIMITED By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Senior Vice President By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Vice President for each of the Guarantors listed above By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Secretary for each of the Guarantors listed above As a Guarantor By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Vice President & Secretary IMPSAT FIBER NETWORKS, INC. As a Guarantor By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Senior Vice President, Legal GLOBAL CROSSING AUSTRALIA PTY LIMITED As a Guarantor By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Attorney By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Director for each of the Guarantors listed above By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Manager By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Director for each of the Guarantors listed above GLOBAL CROSSING PEC SWITZERLAND AG As a Guarantor By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Director By: /s/ Qxxxx Xxxxxx Name: Qxxxx Xxxxxx Title: Director By: /s/ Mxxxxxxx Xxxxxx Name: Mxxxxxxx Xxxxxx Title: Authorized Signatory for each of the Guarantors listed above By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Director for each of the Guarantors listed above

Submission to Jurisdiction; Service of Process. (a) Each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.05; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.07 will affect the right of any Party to serve legal process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, manner permitted by Law. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ * * * ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its property is exempt Affiliates or immune from jurisdiction Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] to be submitted under seal and for the return and destruction of [ * * * ] or copies thereof following the conclusion of any such court Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company’s position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring courts. The parties hereto hereby irrevocably waive any action relating objection, including any objection to this Agreement the laying of venue or based on the grounds of FORUM NON CONVENIENS, which any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction The Borrower hereby irrevocably designates, appoints and empowers Corporation Service Company (telecopy no: (000) 000-0000) (the "PROCESS AGENT"), in the case of any such court suit, action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is proceeding brought in an inconvenient forumthe United States of America as its designee, (ii) the venue appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of such Action is improper or (iii) this Agreementits property, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the transactions contemplated herebyBorrower in care of the Process Agent at the Process Agent's above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Borrower at its address specified in SECTION 11.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement any of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Documents to which any Guarantor is party, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably designates, appoints and agrees empowers the Company, in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that it will not bring may be served in any action relating to or proceeding arising out of or in connection with this Agreement Guaranty or any of the transactions contemplated other Loan Documents. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Guarantor in care of the Company at the Company’s address specified in Section 11.9 (Notices, etc.) of the Credit Agreement or at such other address as the Company may specify pursuant to such Section 11.9, and such Guarantor hereby irrevocably authorizes and directs the Company to accept such service on its behalf. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 17 shall affect the right of the Administrative Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court other than the aforesaid courts. Each of it is necessary to convert a sum due hereunder in Dollars or Euros into another currency, the parties by this Agreement irrevocably waiveshereto agree, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the applicable LawAdministrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, any claim that (i) for the Action in such court is brought in an inconvenient forumpurchase of Dollars, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebydelivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Subject to Sections 2.12 and 6.6, each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.7 will affect the right of any Party to serve legal NYI-4483146v3 72 process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve manner permitted by Law or in accordance with this Section 4.13, equity. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action including any dispute resolution process pursuant to Section 2.12 or its property is exempt 6.6, if the Insurer or immune the Independent Third Party produces or otherwise disclose the Life-By-Life Information, or information from jurisdiction which Life-By-Life Information may be derived, to the Company, the Independent Fiduciary or their respective Affiliates or Representatives, the Company and the Independent Fiduciary shall consent to the filing of, and the Parties shall use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such Insurer Provided Life-by-Life Information and ensure the strictly confidential treatment thereof, including requiring such Insurer Provided Life-by-Life Information to be submitted under seal and for the return and destruction of such Insurer Provided Life-by-Life Information or copies thereof following the conclusion of any such court Action, provided, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company's position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. Each Except for disputes subject to arbitration under the terms hereof, each Party hereby submits generally, unconditionally, irrevocably, and exclusively to the jurisdiction of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orNew York in New York County and the jurisdiction of the federal courts of the United States District Court for the Southern District of New York. Each Party agrees that service of all writs, if processes, statements, correspondence, and summonses in any suit, action, or proceeding in the Delaware Court of Chancery declines above-named courts may be made upon such Party by the mailing thereof by registered or certified mail, postage prepaid to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such Party at such Party's address for notices as provided for in this Agreement. The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to Nothing in this Section 4.13shall be deemed to in any way limit the ability of any Party to serve any such writs, processes, statements, correspondence, or summonses in any other manner permitted by applicable law or to obtain jurisdiction over any Party in such other jurisdictions, and each party in such manner, as may be permitted by applicable law. Each Party irrevocably waives any objection to which it may now or in the imposition future have based on lack of personal jurisdiction over such relief Party or any right which it may have to require the obtaining, furnishing or posting laying of the venue of any such bond suit, action, or similar instrument. Each of proceeding brought in the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid above-named courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement further irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) waives any claim that it is not personally subject to the jurisdiction of the above above-named courts for courts, that any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or of its respective property is exempt or immune from jurisdiction of attachment or execution, that any such suit, action, or proceeding brought in any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is has been brought in an improper venue or an inconvenient forum, (ii) that the venue of any such Action action, suit, or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such any of the above-named courts. Each Party hereby expressly waives the application of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective for service of process according to The Hague Convention for any Action Service Abroad of Judicial and Extrajudicial Documents in connection with this Agreement Civil or the transactions contemplated herebyCommercial Matters.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably agrees that submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and appellate courts from any Action with respect thereof, and irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating directly or indirectly to this Agreement or the rights or obligations arising hereunder, or for recognition in such court and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party irrevocably waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) plead any claim that it is not personally subject to such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the jurisdiction of the above named courts for extent that any reason other than the failure to serve in accordance with this Section 4.13, (b) party has or hereafter may acquire any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) and (c) with respect to the fullest extent permitted by the applicable Lawitself or its property, any claim that (i) the Action such party hereby irrevocably waives such immunity in such court is brought in an inconvenient forum, (ii) the venue respect of such Action is improper or (iii) its obligations with respect to this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding on it and may be enforced in other jurisdictions by this Agreement suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service being made through of any and all process in any such suit, action or proceeding and any such service of process shall be deemed effective and sufficient, if delivered to such party pursuant to the notice procedures provisions set forth in Section 4.9 and agrees that service 20(e) hereof. Nothing in this Section 20(j) shall affect the right of any process, summons, notice or document party to serve legal process in any other manner permitted by registered mail (return receipt requested and first-class postage prepaid) law. The consents to the respective addresses jurisdiction set forth in this Section 4.9 20(j) shall be effective not constitute general consents to service of process in the State of New York and shall have no effect for any Action purpose except as provided in connection with this Agreement or Section 20(j) and shall not be deemed to confer rights on any Person other than the transactions contemplated herebyparties hereto and hereunder.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that (a) Subject to clauses (b) and (c) below, any Action legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, Loan Document shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware New York sitting in the County of New York (orthe “New York Supreme Court”) or of the District Court for the Southern District of New York (the “New York Federal Court,” and together with the New York Supreme Court, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware“New York Courts”). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and appellate courts from either of them and, by execution and delivery of this Agreement, each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees New York Courts; provided that it will not bring any action relating nothing herein shall be deemed or operate to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that preclude (i) the Action Administrative Agent or Collateral Agent from bringing suit or taking other legal action in such any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court is brought order in an inconvenient forumfavor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the venue recognition and enforcement of such Action is improper or any judgment, (iii) this Agreementif all such New York Courts decline jurisdiction over any Person or decline (or, or in the case of the New York Federal Court, lack) jurisdiction over any subject matter hereofof such action or proceeding, a legal action or proceeding may not be enforced brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such courtsparty or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each of the parties by this Agreement party hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents in any suit, action or document by registered mail (return receipt requested and first-class postage prepaid) to proceeding brought in the respective addresses set forth in Section 4.9 shall be effective service United States of process for any Action America arising out of or in connection with this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such other party at its respective address specified in Section 11.9. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 11.13 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against Holdings, Borrower or any other Loan Party in any other jurisdiction, in connection with the exercise of any rights under any Collateral Document or the enforcement of any judgment.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Borrower hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of them may now or hereafter have to the transactions contemplated hereby bringing of any such action or proceeding in any court other than the aforesaid courts. such respective jurisdictions. (b) Each of the parties by this Agreement Borrowers hereby irrevocably waivesdesignates, appoints and empowers CT Corporation System ,111 Eighth Avenue, 13th Floor, New York, New York 10011 (the "Process Agxxx"), xx xxx xxxx xx xxx xxxx, xxxxxx xx xxxxxxxxxg brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and agrees not to assertin respect of its property, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Borrower in care of the transactions contemplated herebyProcess Agent at the Process Agent's above address, and each of the Borrowers hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of the Borrowers irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Borrower at its address specified in Section 11.8 (Notices, Etc.). To the extent permitted by law, each of the Borrowers agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 11.12 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Borrower or any other Loan Party in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars, Euros or Sterling into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars, Euros or Sterling, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, Euros or Sterling, as the case may be, for delivery two Business Days thereafter. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. Each The Company and each Subsidiary Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the parties irrevocably agrees that United States District Court for the Southern District of New York and of any Action with respect competent New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement Indenture, the Securities or the rights or obligations arising hereunderSubsidiary Guarantees, or for recognition the transactions contemplated hereby or thereby. The Company and enforcement of any Judgment in respect of this Agreement or each Subsidiary Guarantor irrevocably waive, to the rights or obligations arising hereunder brought fullest extent permitted by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterlaw, any state objection which they may now or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection hereafter have to the imposition laying of such relief or any right it may have to require the obtaining, furnishing or posting venue of any such bond or similar instrumentproceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties Company and each Subsidiary Guarantor hereby irrevocably submits with regard designates and appoints Xxxxxx & Xxxxxx, LLP (“SK”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such Action for itself and suit, action or proceeding in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts any such court and agrees that it will not service of process in accordance with applicable law upon SK (or any successor) at its office at Onx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the Xxxxxx & Xxxxxx, Onx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, shall be deemed in every respect effective service of process upon the Company and, if applicable, such Subsidiary Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Such designation and appointment shall be irrevocable. Nothing in this Section 11.15 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any action relating Subsidiary Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of SK in full force and effect so long as this Agreement Indenture or any of the transactions Securities shall be outstanding; provided that the Company may and shall (to the extent SK ceases to be able to be served on the basis contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assertherein), by way written notice to the Trustee, designate such additional or alternative agent for service of motion, as a defense, counterclaim or otherwise, in any Action with respect to process under this Agreement, Section 11.15 that (a) any claim that it maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is not personally subject either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to the jurisdiction act as agent for service of the above named courts for any reason other than the failure to serve process in accordance with this Section 4.1311.15. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, (b) The City of New York, State of New York. Upon the request of any claim Holder, the Trustee shall deliver such information to such Holder. To the extent that it the Company or its property is exempt any Subsidiary Guarantor has or immune hereafter may acquire any immunity from jurisdiction of or any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) with respect to itself or its property, the Company and (c) each Subsidiary Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Indenture, the Securities and the Subsidiary Guarantees, as applicable, to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebylaw.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Borrower hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction Each Borrower hereby irrevocably designates, appoints and empowers Corporation Service Company (telephone no: (000) 000-0000) (telecopy no: (000) 000-0000) (electronic mail address: axx@xxxxxxx.xxx) (the “Process Agent”), in the case of any such court suit, action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is proceeding brought in an inconvenient forumthe United States of America as its designee, (ii) the venue appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of such Action is improper or (iii) this Agreementits property, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Borrower in care of the transactions contemplated hereby.Process Agent at the Process Agent’s above address, and such Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Borrower at its address specified in Section 11.8

Submission to Jurisdiction; Service of Process. Each (a) Any suit, action or proceeding against any of the parties irrevocably agrees that any Action Company or the Guarantors or its or their respective properties, assets or revenues with respect to this Agreement Indenture, the Notes or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Subsidiary Guarantees (a “Related Proceeding”) may be brought and determined exclusively in the Delaware Court any court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, New York or any state or United States federal court within sitting in the State Borough of Delaware). The parties further agree that no party to this Agreement shall be required to obtainManhattan, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, as the Person bringing such Related Proceeding may elect in its sole discretion. Each of the Company and the Guarantors hereby consents to the non-exclusive jurisdiction of each party waives such court for the purpose of any Related Proceeding and has irrevocably waived any objection to the imposition laying of venue of any Related Proceeding brought in any such relief court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any Related Proceeding or any right it may have to require the obtainingsuch suit, furnishing action or posting of proceeding in any such bond or similar instrumentcourt. Each of the parties hereby irrevocably submits with regard Company and the Guarantors has agreed that service of all writs, claims, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon it at the address for notices set forth in Section 12.02 of this Indenture. Nothing in this Indenture shall in any way be deemed to limit the ability to serve any such Action for itself and writs, process or summonses in respect of its property, generally and unconditionally, to any other manner permitted by applicable law. (b) To the personal jurisdiction of the aforesaid courts and agrees extent that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in Company or the Guarantors has or hereafter may acquire any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of judgment, execution of judgment sovereignty or otherwise) and (c) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by the applicable Lawlaw, any claim that (i) the Action such immunity in such court is brought in an inconvenient forumrespect of its obligations under this Indenture, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyNote and/or Subsidiary Guarantees.

Submission to Jurisdiction; Service of Process. (i) Each of the parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts Supreme Court of the State of New York, County of New York, the U.S. District Court for the Southern District of New York and any reason other than appellate court or body thereto (collectively, the failure "New York Courts"), over any suit, action or proceeding arising out of or relating to serve in accordance with this Section 4.13Agreement. In addition, (b) any claim that it or its property is exempt or immune from each party hereto irrevocably submits to the jurisdiction of the state and federal courts located in the jurisdiction in which such party has been organized or is domiciled in connection with any such court suit, action or from any legal process commenced in proceeding that may be brought against such courts (whether through service of noticeparty as a defendant. Each party hereto irrevocably waives, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, any objection which it may now or hereafter have to the applicable Lawlaying of the venue of any such suit, action or proceeding brought in any such court and any claim that (i) the Action any such suit, action or proceeding brought in such court is has been brought in an inconvenient forum, and further agrees that a final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such party. (ii) Each party hereto hereby irrevocably appoints CT Corporation System, having offices on the venue date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Process Agent"), as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any suit, action or proceeding of the nature referred to above in any New York Court. Such designation and appointment shall be irrevocable until the termination of this Agreement in accordance with the terms hereof. Each party hereto covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such Action is improper or capacity. If the Process Agent shall desire to cease so to act, each party hereto covenants and agrees that prior to the Process Agent ceasing so to act it shall irrevocably designate and appoint without delay another such agent in such jurisdiction satisfactory to the Company, ELM and the Shareholder Representative. (iii) Each party hereto consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (ii) of this AgreementSection by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, each party hereto agrees that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to any party, as applicable, at its address provided in Section 7(c) hereof or to any other address of which such party, as applicable, shall have given written notice to the subject matter hereof, may Company. If said service upon the Process Agent shall not be enforced possible or shall otherwise be impractical after reasonable efforts to effect the same, each party hereto consents to process being served in any suit, action or by such courts. Each proceeding of the parties nature referred to in paragraph (ii) of this Section by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service mailing of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.a copy

Submission to Jurisdiction; Service of Process. Each (a) THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE SENIOR NOTES OR WARRANTS OR ANY OTHER EXHIBIT MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. (b) In relation to any dispute arising out of the parties irrevocably agrees that any Action or in connection with respect to this Agreement or any Exhibit, and for the rights exclusive benefit of the Holders, the Company irrevocably and unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, and to the non-exclusive jurisdiction of any court of the State of New York located in the City and County of New York, for the purposes of any suit, action or obligations other proceeding arising hereunderout of, or for recognition and enforcement of any Judgment in respect of relating to, this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement Exhibit or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably or thereby, and hereby waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13whatsoever, (b) any claim that it such suit, action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) or that the venue of such Action suit, action or proceeding is improper improper, or (iii) that this Agreement, Agreement or any Exhibit or the subject matter hereof, hereof may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and The Company hereby agrees that service process against it may be served by mail or delivery of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process in any of the aforementioned action, suits or proceedings to C T Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (such agent being hereinafter called the "Process Agent"), which the Company hereby irrevocably designates and appoints as its attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service to such office or upon such agent shall constitute valid service upon the Company. The Company hereby directs the Process Agent to receive and accept all process on its behalf. The Company shall promptly notify the Purchasers of any change in the address of the Process Agent and may, with prior notice given to Holders, appoint a successor Process Agent; provided, however, that if the Process Agent shall at any time cease to exist or its agency shall for any Action reason cease, the Company shall designate forthwith a successor Process Agent in connection the County and State of New York and shall give prompt notice of such designation to the Holders, together with this Agreement evidence of the acceptance of any such appointment. The Company agrees irrevocably to the service of process of any of the aforementioned courts in any suit, action or proceeding described above by mailing of copies of such process to the transactions contemplated herebyCompany at its address specified in Section 6.7 hereof. Nothing herein shall preclude service of process in any other manner permitted by applicable law or prohibit any Holder from commencing legal proceedings against the Company or any of its properties in any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement Supplemental Indenture or the rights Notes, or obligations arising hereunderthe transactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within of the State United States of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13America for the Southern District of New York, and each party waives any objection court of appeals with respect to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each court, and, by execution and delivery of this Supplemental Indenture, each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts and agrees that it will not bring any action relating to this Agreement lack personal jurisdiction over the Company or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waivesGuarantors, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwiseclaim, in any Action legal action or proceeding with respect to this AgreementSupplemental Indenture or the Notes or the Note Guarantees brought in any of the aforementioned courts, that such courts lack personal jurisdiction over the Company or any of the Guarantors, (aii) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13irrevocably waives, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Lawlaw, any claim that (i) defense of forum non conveniens in any legal action or proceeding with respect to the Action in such court is Indenture or the Notes or the Note Guarantees brought in an inconvenient forum, (ii) any of the venue of such Action is improper or aforementioned courts and (iii) this Agreement, agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each law. (b) The Company and each of the parties by this Agreement consents Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., 200 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to service being made through the notice procedures set forth receive, accept and acknowledge for and on its behalf, and in Section 4.9 and agrees that respect of its property, service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested proceeding arising out of or in connection with the Indenture, the Notes or the Note Guarantees. The Company and first-class postage prepaid) each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the respective addresses set forth Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in Section 4.9 full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process for upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any Action of the Guarantors, as applicable, in connection with this Agreement care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the transactions contemplated herebyCompany or any of the Guarantors, as applicable, at its address specified in Section 12.02 of the Indenture. (c) Nothing contained in this Section 5 shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase U.S. dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall document related thereto may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Loan Party hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of Loan Party hereto, the parties by this Agreement Administrative Agent and each Lender hereby irrevocably waiveswaives any objection, and agrees not to assertincluding, by way of motionwithout limitation, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject objection to the jurisdiction laying of venue or based on the above named courts for grounds of forum non conveniens, which any reason other than of them may now or hereafter have to the failure to serve bringing of any such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction Each Loan Party irrevocably consents to the service of process of any of the aforesaid courts in any such court action or from any legal process commenced in proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and Loan Party at its address provided herein. (c) to Each Loan Party hereby irrevocably designates, appoints and empowers Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (telephone no: 0-000-000-0000)(telecopy no: 518-433-4741) (the fullest extent permitted by "Process Agent"), in the applicable Lawcase of any suit, any claim that (i) the Action in such court is action or proceeding brought in an inconvenient forumthe United States of America as its designee, (ii) the venue appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of such Action is improper or (iii) this Agreementits property, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the transactions contemplated herebyrelevant Loan Party in care of the Process Agent at the Process Agent's above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Loan Party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to such Loan Party at its address specified in Section 11.02. Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (d) Nothing contained in this Section 11.10 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company in any other jurisdiction. (e) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 A.M. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter. (f) The obligation of each Loan Party in respect of any sum due from it to any Lender, any Multicurrency Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender, such Multicurrency Lender or the Administrative Agent, as the case may be, of any sum adjudged to be so due in such other currency such Lender, such Multicurrency Lender or the Administrative Agent, as the case may be, may in accordance with normal banking procedures purchase Dollars with such other currency. If the Dollars so purchased are less than the sum originally due to such Lender, such Multicurrency Lender or the Administrative Agent, as the case may be, in Dollars the relevant Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, such Multicurrency Lender or the Administrative Agent, as the case may be, against such loss, and if the Dollars so purchased exceed the sum originally due to the Lenders, the Multicurrency Lenders or the Administrative Agent in Dollars, such Lender, such Multicurrency Lender or the Administrative Agent, as the case may be, agrees to remit to such Loan Party such excess.

Submission to Jurisdiction; Service of Process. Each of the parties Parties irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection unconditionally submits to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring Bankruptcy Court in any action Litigation arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Related Agreement or the transactions contemplated herebyhereby or thereby and agrees that all claims in respect of such Litigation may be heard and determined in any such court. Each Party also agrees not to (a) attempt to deny or defeat such exclusive jurisdiction by motion or other request for leave from the Bankruptcy Court or (b) bring any action or proceeding arising out of or relating to this Agreement or any Related Agreement or the transactions contemplated hereby or thereby in any other court; provided, however, that if the Bankruptcy Cases have not been commenced, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, for the resolution of any such claim or dispute. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of inconvenient forum to the maintenance of, any Litigation so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.7; provided, however, that nothing in this Section 9.9 shall affect the right of any Party to serve legal process in any other manner permitted by law or in equity. Each Party agrees that a final judgment in any Litigation so brought shall be conclusive and may be enforced by Litigation or in any other manner provided by law or in equity. The Parties intend that all foreign jurisdictions will enforce any Decree of the Bankruptcy Court in any Litigation arising out of or relating to this Agreement or any Related Agreement or the transactions contemplated hereby or thereby.

Submission to Jurisdiction; Service of Process. (a) Each Party hereto hereby irrevocably and unconditionally (i) consents to submission to the exclusive jurisdiction of the parties irrevocably agrees that courts of the State of New York located in New York County and of the Federal Courts of the United States of America located in the State of New York, County of New York (the “New York Courts”), for any Action with respect action, claim, complaint, investigation, petition, suit or other proceeding, whether in contract or tort, in law or equity arising out of or relating to this Agreement or the rights breach (threatened breach), termination or obligations arising hereunder, or for recognition validity hereof and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives(“Action”), and (ii) agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in commence any Action except in such New York Courts and in accordance with respect to the provisions of this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice notice, or document by U.S. registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth or as otherwise provided in Section 4.9 this Agreement shall be effective service of process for any Action brought in any such New York Court, (iv) waives any objection to the laying of venue of any Action in the New York Courts, and (v) agrees not to plead or claim in any such court that any such Action brought in any New York Court has been brought in an inconvenient forum. (b) Notwithstanding anything to the contrary contained in this Agreement, if, in connection with any Action that either Party may seek to bring against the other Party in the New York Courts as required by Section 14(a), the New York Courts refuse to accept jurisdiction to adjudicate such Action or such Action against any or all of the Parties is dismissed by a New York Court for lack of personal or subject matter jurisdiction, then the Parties agree that any and all claims that could have been brought in such Action shall be resolved solely and exclusively by arbitration in accordance with the following: (i) The arbitration shall be held in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then in effect (“Rules”), except as modified herein. (ii) The seat of the arbitration shall be New York, New York, and the language of the arbitration shall be English. There shall be three arbitrators, one of whom shall be nominated by the Party seeking arbitration, and the other who shall be nominated by the other Party, within twenty (20) days of receipt by respondent(s) of a copy of the request for arbitration. The two party-appointed arbitrators shall have twenty (20) days from the confirmation of the nomination of the second arbitrator by the ICC International Court of Arbitration (“ICC Court”) to agree on the nomination of a third arbitrator who shall serve as chair of the arbitral tribunal. On the request of either Party, any arbitrator not timely appointed in accordance with this Agreement or the Rules, shall be appointed by the ICC Court. (iii) In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to an injunction and specific performance of any obligation under this Agreement. In rendering the award, the arbitral tribunal shall follow the governing law as provided in Section 8. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the Party resisting such enforcement. (iv) The award shall be final and binding upon the Parties as from the date rendered, and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues or accounting presented to the arbitral tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a Party or any of its assets. For the purpose of the enforcement of an award, the Parties irrevocably and unconditionally submit to the jurisdiction of a competent court in any jurisdiction in which a Party may have assets and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder. (v) The Parties agree that any court action or proceeding to compel or in support of arbitration or for provisional remedies in aid of arbitration, including but not limited to any action to enforce the provisions of this Section 14(b)(i)-(v) or to prevent irreparable harm pending the appointment of the arbitral tribunal, shall be brought exclusively in the New York Courts. The Parties hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the New York Courts for such purpose, and to the non-exclusive jurisdiction of the New York Courts in any action to enforce any arbitration award rendered hereunder, and waive any right to stay or dismiss any such actions or proceedings brought before the New York Courts on the basis of forum non-conveniens or improper venue. (c) Each of the Parties hereby acknowledges that (i) the agreements contained in this Section 14 are an integral part of the transactions contemplated herebyby this Agreement, and that, without these agreements, the other Party would not have entered into this Agreement, (ii) in the event that it fails to comply with its obligations under this Section 14, the other Party would be damaged irreparably and could not be adequately compensated in all cases by monetary damages alone, and (iii) accordingly, in addition to any other right or remedy to which the other Party may be entitled, at law or in equity, the other Party will be entitled to enforce any provision of this Section 14 by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Section 14, without posting any bond or other undertaking. (d) Notwithstanding anything to the contrary contained in this Agreement, no Party shall be liable to the other Party for any consequential, incidental, indirect, punitive or special damages of any nature whatsoever, including without limitation any loss of profit.

Submission to Jurisdiction; Service of Process. (a) Each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required - 48 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.05; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.07 will affect the right of any Party to serve legal process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, manner permitted by Law. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ * * * ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its property is exempt Affiliates or immune from jurisdiction Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such [ * * * ] and ensure the strictly confidential treatment thereof, including requiring such [ * * * ] or copies thereof following the conclusion of any such court Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company’s position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. (a) The Company hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any LC Facility Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties irrevocably hereto agrees that a final judgment in any Action such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against the Company in the courts of any other jurisdiction solely in connection with respect the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other LC Facility Document shall affect any right that the Administrative Agent, any Issuer or any LC Participant may otherwise have to bring any action or proceeding relating to this Agreement or any other LC Facility Document against the rights Company or obligations its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising hereunderout of or relating to this Agreement or any other Loan Document in any court referred to in clause (a) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing in this Agreement or any other LC Facility Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (a) The Company hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other LC Facility Document to which it is a party, or for recognition and enforcement of any Judgment judgment in respect thereof, to the exclusive general jurisdiction of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (orNew York, if the Delaware Court courts of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State United States for the Southern District of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13New York, and each party appellate courts from any thereof; (ii) consents that any such action or proceeding will be brought in such courts and waives trial by jury and any objection that it may now or hereafter have to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting venue of any such bond action or similar instrument. Each of the parties hereby irrevocably submits with regard to proceeding in any such Action for itself and court or that such action or proceeding was brought in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any an inconvenient court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or same; (iii) this Agreementagrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), or the subject matter hereofpostage prepaid, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures it at its address set forth in Section 4.9 and 11.8 (Notices, Etc.) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (iv) agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) nothing herein shall affect the right to the respective addresses set forth in Section 4.9 shall be effective effect service of process for in any Action other manner permitted by law or shall limit the right to sue in connection with this Agreement or the transactions contemplated herebyany other jurisdiction.

Submission to Jurisdiction; Service of Process. Each Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the parties courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement, and each such party irrevocably and unconditionally agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment all claims in respect of this Agreement any such action or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate such State court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, in such Federal court. Guarantor, and by its acceptance hereof, Buyer, each hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the applicable judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or the other Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding for prejudgment remedies as for recognition or enforcement of any judgments arising out of or relating to this Guarantee Agreement against Guarantor or its properties in the courts of any jurisdiction where either Guarantor or such properties are located. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any claim objection that (i) it may now or hereafter have to the Action laying of venue of any action or proceeding arising out of or relating to this Guarantee Agreement in such any court is brought in referred to above, and the defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper action or (iii) this Agreementproceeding in any such court. Guarantor, or the subject matter and by its acceptance hereof, may not be enforced in or by such courts. Each of the parties by this Agreement Buyer, each hereby irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 4.9 and agrees that service 15. Nothing in this Guarantee Agreement will affect the right of Buyer to serve process in any process, summons, notice or document other manner permitted by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyapplicable law.

Submission to Jurisdiction; Service of Process. Each (a) Any suit, action or proceeding against any of the parties irrevocably agrees that any Action Company or the Guarantor or its or their respective properties, assets or revenues with respect to this Agreement Indenture, the Notes or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Note Guarantees (a “Related Proceeding”) may be brought and determined exclusively in the Delaware Court any court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, New York or any state or United States federal court within sitting in the State Borough of Delaware). The parties further agree that no party to this Agreement shall be required to obtainManhattan, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13Txx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, as the Person bringing such Related Proceeding may elect in its sole discretion. Each of the Company and the Guarantor hereby consents to the non-exclusive jurisdiction of each party waives such court for the purpose of any Related Proceeding and has irrevocably waived any objection to the imposition laying of venue of any Related Proceeding brought in any such relief court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any Related Proceeding or any right it may have to require the obtainingsuch suit, furnishing action or posting of proceeding in any such bond or similar instrumentcourt. Each of the parties Company and the Guarantor has agreed that service of all writs, claims, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon it at the address for notices set forth in Section 13.02 of this Indenture. Nothing in this Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. (b) The Company and FEEC each hereby irrevocably submits with regard designates, appoints and empowers CT Corporation (the “Process Agent”), in the case of any suit, action or proceeding brought in the State of New York, as its designee, appointee and agent to any such Action receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the personal jurisdiction of the aforesaid courts summons, notices and agrees documents that it will not bring may be served in any action relating to or proceeding arising out of or in connection with this Agreement Indenture, the Notes or any of the transactions contemplated Security Documents. The Company and FEEC each hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and FEEC each agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company or FEEC, as applicable. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or FEEC, as applicable, in case of the Process Agent 100 Xxxxxx Xxx., Xxx Xxxx, XX 00000, and the Company and FEEC each hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and FEEC each irrevocably consents to the service of any and all process in any court other than such action or proceeding by the aforesaid courts. Each mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent at the Process Agent’s above address or the Company or FEEC at the address specified in Section 14.02 hereof. (c) To the extent that any of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim Company or otherwise, in any Action with respect to this Agreement, (a) Guarantor has or hereafter may acquire any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of judgment, execution of judgment sovereignty or otherwise) and (c) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity in respect of its obligations under this Indenture, the applicable LawNotes, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) Note Guarantees and/or the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebySecurity Documents.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall Loan Document may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Obligor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring courts. The parties hereto hereby irrevocably waive any action relating objection, including any objection to this Agreement the laying of venue or based on the grounds of forum non conveniens, which any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim them may now or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject hereafter have to the jurisdiction bringing of the above named courts for any reason other than the failure to serve such action or proceeding in accordance with this Section 4.13, such respective jurisdictions. (b) any claim that it or its property is exempt or immune from jurisdiction The Borrower and Terra UK each hereby irrevocably designates, appoints and empowers Terra Industries (the "Process Agent"), in the case of any such court suit, action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is proceeding brought in an inconvenient forumthe United States of America as its designee, (ii) the venue appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of such Action is improper or (iii) this Agreementits property, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents that may be served in any action or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service proceeding arising out of process for any Action or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the transactions contemplated herebyBorrower and/or Terra UK (as applicable) in care of the Process Agent at the Process Agent's above address, and the Borrower and Terra UK hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower and Terra UK each irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Borrower and/or Terra UK (as applicable) at its address specified in Section 11.

Submission to Jurisdiction; Service of Process. Each (a) THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY EXHIBIT MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. (b) In relation to any dispute arising out of the parties irrevocably agrees that any Action or in connection with respect to this Agreement or any Exhibit, and for the rights exclusive benefit of the Purchasers and any Holders, the Company irrevocably and unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, and to the non-exclusive jurisdiction of any court of the State of New York located in the City and County of New York, for the purposes of any suit, action or obligations other proceeding arising hereunderout of, or for recognition and enforcement of any Judgment in respect of relating to, this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement Exhibit or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably or thereby, and hereby waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13whatsoever, (b) any claim that it such suit, action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) or that the venue of such Action suit, action or proceeding is improper improper, or (iii) that this Agreement, Agreement or any Exhibit or the subject matter hereof, hereof may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and The Company hereby agrees that service process against it may be served by mail or delivery of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process in any of the aforementioned action, suits or proceedings to CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (such agent being hereinafter called the "Process Agent"), which the Company hereby irrevocably designates and appoints as its attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service to such office or upon such agent shall constitute valid service upon the Company. The Company hereby directs the Process Agent to receive and accept all process on its behalf. The Company shall promptly notify the Purchasers of any change in the address of the Process Agent and may, with prior notice given to Holders, appoint a successor Process Agent; provided, however, that if the Process Agent shall at any time cease to exist or its agency shall for any Action reason cease, the Company shall designate forthwith a successor Process Agent in connection the County and State of New York and shall give prompt notice of such designation to the Holders, together with this Agreement evidence of the acceptance of any such appointment. The Company agrees irrevocably to the service of process of any of the aforementioned courts in any suit, action or proceeding described above by mailing of copies of such process to the transactions contemplated herebyCompany at its address specified in Section 6.7 hereof. Nothing herein shall preclude service of process in any other manner permitted by applicable law or prohibit any Holder from commencing legal proceedings against the Company or any of its properties in any other jurisdiction.

Submission to Jurisdiction; Service of Process. (a) Each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising -51- out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.05; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.07 will affect the right of any Party to serve legal process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, manner permitted by Law. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ * * * ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its property is exempt Affiliates or immune from jurisdiction Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] to be submitted under seal and for the return and destruction of [ * * * ] or copies thereof following the conclusion of any such court Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company’s position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. Each The Company and each Subsidiary Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the parties United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents, or the transactions contemplated hereby or thereby. The Company and each Subsidiary Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Subsidiary Guarantor hereby irrevocably designates and appoints the CT Corporation System (“CT”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CT (or any Action with respect successor) at its office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto parties hereto) and written notice of such service to the Company, mailed or its successors or assignsdelivered to the CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, shall be brought and determined exclusively deemed in every respect effective service of process upon the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orCompany and, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterapplicable, such Subsidiary Guarantor in any state such suit, action or federal court within the State of Delaware). The parties further agree that no party to this Agreement proceeding and shall be required taken and held to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to be valid personal service upon the Company. Such designation and appointment shall be irrevocable. Nothing in this Section 4.13, 12.09 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Subsidiary Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each party waives Subsidiary Guarantor further agree to take any objection to and all action, including the imposition of such relief or any right it may have to require the obtaining, furnishing or posting execution and filing of any and all such bond or similar instrument. Each documents and instruments, as may be necessary to continue such designation and appointment of the parties hereby irrevocably submits with regard to any such Action for itself CT in full force and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to effect so long as this Agreement Indenture or any of the transactions Notes shall be outstanding; provided that the Company may and shall (to the extent CT ceases to be able to be served on the basis contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assertherein), by way written notice to the Trustee, designate such additional or alternative agent for service of motion, as a defense, counterclaim or otherwise, in any Action with respect to process under this Agreement, Section 12.09 that (a) any claim that it maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is not personally subject either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to the jurisdiction act as agent for service of the above named courts for any reason other than the failure to serve process in accordance with this Section 4.1312.09. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, (b) The City of New York, State of New York. Upon the request of any claim Holder, the Trustee shall deliver such information to such Holder. To the extent that it the Company or its property is exempt any Subsidiary Guarantor has or immune hereafter may acquire any immunity from jurisdiction of or any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) with respect to itself or its property, the Company and (c) each Subsidiary Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Indenture, the Notes and the Subsidiary Guarantees, as applicable, to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebylaw.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Document, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if New York located in the Delaware Court City of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Guarantor irrevocably and unconditionally agrees that it will not bring commence any action action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against the Administrative Agent, any Guarantied Party or any Related Party of the foregoing in any way relating to this Agreement or any of other Loan Document or the transactions contemplated hereby relating hereto or thereto, in any court forum other than the aforesaid courts. Each courts of the parties by State of New York located in the City of New York or of the United States of America for the Southern District of New York; provided, that nothing in this Agreement irrevocably waives, Guaranty shall limit the right of the Administrative Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent the Administrative Agent determines that such action is necessary or appropriate to exercise its rights and agrees not to assert, by way of motion, remedies as a defense, counterclaim or otherwise, in any Action with respect to secured creditor under this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, Guaranty. (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) Each Guarantor hereby irrevocably consents to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any and all legal process, summons, notice notices and documents in any suit, action or document by registered mail (return receipt requested and first-class postage prepaid) to proceeding brought in the respective addresses set forth in Section 4.9 shall be effective service United States of process for any Action America arising out of or in connection with this Agreement Guaranty or any other Loan Document by the transactions contemplated hereby.mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Company at the Company’s address specified in Section 11.8

Submission to Jurisdiction; Service of Process. Each The Company hereby irrevocably and unconditionally (i) submits, for itself and for its property, to the exclusive jurisdiction of the parties irrevocably agrees United Stated District Court for the Southern District of New York or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and any Action with respect appellate court from any thereof, in any action or proceeding arising out of or in any way relating to this Agreement or the rights or obligations arising hereundertransactions contemplated hereby, or for recognition and or enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsjudgment, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and ii) agrees that it will not bring assert any claim, or in any way support any suit, action or proceeding, arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any of judgment, other than in such courts, (iii) agrees that all suits, claims, actions or proceedings related to this Agreement or the transactions contemplated hereby shall be heard and determined only in any court other than the aforesaid such courts. Each of the parties by this Agreement irrevocably , (iv) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by it may effectively do so, the applicable Law, any claim defense of inconvenient forum and (v) agrees that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue a final judgment of such Action is improper or (iii) this Agreement, or the subject matter hereof, courts shall be conclusive and may not be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by such courtslaw. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and The Company agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) addressed to the respective addresses set forth in Section 4.9 Company, c/o Xxxxxxx X. XxXxxxxx, Senior Vice President, General Counsel and Secretary, 0 Xxxxxxxxxxxx Xxxxxxx, Xxxxxx X0X0XX, Xxxxxxx, Xxxxxx Xxxxxxx shall be effective service of process against the Company for any Action in connection with suit, action or proceeding relating to any dispute related to this Agreement or the transactions contemplated hereby. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable requirements of law. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

Submission to Jurisdiction; Service of Process. (a) Each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.05; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.07 will affect the right of any Party to serve legal process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, manner permitted by Law. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ * * * ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its property is exempt Affiliates or immune from jurisdiction Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such [ * * * ] and ensure the strictly confidential treatment thereof, including requiring such [ * * * ] or copies thereof following the conclusion of any such court Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company’s position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Action with respect New York state court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the rights or obligations arising hereunderLoan Documents, or for recognition and or enforcement of any Judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or proceeding may be heard and determined in any such New York state court or, to the rights extent permitted by law, in such Federal court. The Borrower hereby agrees that service of process in any such action or obligations arising hereunder proceeding brought in any such New York state court or in such Federal court may be made upon CT Corporation System (the “Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx (or such other address in the United States as notified to the Administrative Agent by the other party hereto or Process Agent from time to time, and the Borrower hereby irrevocably appoints the Process Agent its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines authorized agent to accept jurisdiction over a particular matter, any state or federal court within the State such service of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13process, and each party waives agrees that the failure of the Process Agent to give any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting notice of any such bond service shall not impair or similar instrumentaffect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.2. Each of the parties hereby irrevocably submits with regard to hereto agrees that a final judgment in any such Action for itself action or proceeding shall be conclusive and may be enforced in respect of its property, generally and unconditionally, other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to the personal jurisdiction of the aforesaid courts and agrees that it will not serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement the Loan Documents or any of the transactions contemplated hereby Notes in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebyjurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any Action (a) Any legal action or proceeding with respect to this Agreement or the rights or obligations arising hereunderGuaranty, or for recognition and enforcement any of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assignsLoan Documents, shall may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state New York or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Guarantor hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor that has a principal place of business in the State of New York hereby irrevocably consents to the service of any and agrees that it will not bring all legal process, summons, notices and documents in any suit, action relating to or proceeding brought in the United States of America arising out of or in connection with this Agreement Guaranty or any of the transactions contemplated other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower’s address specified in Section 11.8 of the Credit Agreement. Each such Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each Guarantor that does not have a principal place of business in the State of New York hereby irrevocably designates, appoints and empowers CT Corporation, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Guaranty or any of the other Loan Documents. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent’s above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each such Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Company at the Company’s address specified in Section 11.8 of the Credit Agreement. Each such Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (d) Nothing contained in this Section 18 shall affect the right of the Collateral Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (e) If for the purposes of obtaining judgment in any court other than the aforesaid courts. Each of it is necessary to convert a sum due hereunder in Dollars into another currency, the parties by this Agreement irrevocably waiveshereto agree, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the applicable LawCollateral Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, any claim that (i) for the Action in such court is brought in an inconvenient forumpurchase of Dollars, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebydelivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted in the federal courts of the parties irrevocably agrees that any Action with respect to this Agreement United States of America located in the City of New York or the rights or obligations arising hereunder, or for recognition and enforcement courts of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware New York, in each case located in the City of New York (orcollectively, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware“Specified Courts”). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection irrevocably submits to the imposition non-exclusive jurisdiction of such relief or any right it may have to require the obtaining, furnishing or posting of courts in any such bond suit, action or similar instrumentproceeding. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service Service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaidto the extent allowed under any applicable statute or rule of court) to the respective addresses Trustee’s address set forth in Section 4.9 shall 12.01 will be effective service of process on the Trustee for any Action such suit, action or proceeding brought in connection with this Agreement any such court. Each of the Company, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the transactions contemplated herebySpecified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company irrevocably appoints LumiraDx Inc. (000 Xxxxxxxx Xx., Xxxxxxx, Xxxxxxxxxxxxx 00000; Attention: General Counsel)as its authorized agent in the United States of America upon which process may be served in any such suit, action or proceeding brought in any such court, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same at the address set forth in Section 12.01 shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding.

Submission to Jurisdiction; Service of Process. (a) Each of the parties Parties irrevocably agrees that any Action with respect and unconditionally submits to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement jurisdiction of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13court, and each party waives only federal court if diversity of Parties exists, sitting in New York County, New York in any objection to the imposition Dispute arising out of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of the transactions contemplated hereby such Action may be heard and determined in any court such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other than the aforesaid courtscourt. Each of the parties by this Agreement Parties irrevocably waivesand unconditionally waives any objection to personal jurisdiction, venue, and agrees not any defense of inconvenient forum to assertthe maintenance of, any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by way sending or delivering a copy of motionthe process to the Party to be served at the address and in the manner provided for the giving of notices in Section [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission 11.05; provided, as a defensehowever, counterclaim or otherwise, that nothing in this Section 11.07 will affect the right of any Party to serve legal process in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, manner permitted by Law. (b) Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that in the course of any claim that it Action, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ *** ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its property is exempt Affiliates or immune from jurisdiction Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of [ *** ] and ensure the strictly confidential treatment thereof, including requiring such [ *** ] to be submitted under seal and for the return and destruction of such [ *** ] or copies thereof following the conclusion of any such court Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or from defend the Action or otherwise prejudice the Company’s position (including any legal process commenced restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such courts (whether through service of notice, attachment prior a way that it would be reasonably likely to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) become available to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each competitors of the Insurer or other third parties by this Agreement consents to service being made through the notice procedures set forth not involved in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated herebysuch Action.

Submission to Jurisdiction; Service of Process. Each of the parties Stockholder hereby agrees and irrevocably agrees that any Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition consents and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of any court of the aforesaid courts and agrees that it will not bring any action relating to this Agreement State of New York or any -84- 92 xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx xx America located in the City and State of the transactions contemplated hereby in any court other than the aforesaid courts. Each New York, United States of the parties by this Agreement irrevocably waivesAmerica, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to any dispute, controversy, action, or proceeding arising out of or relating to this Agreement, (a) any claim and hereby irrevocably agrees that it is not personally subject all claims in respect of such action or proceeding shall be instituted, heard, and determined in such court. Each Stockholder agrees that such courts are convenient forums, and hereby irrevocably waives, to the jurisdiction fullest extent they may effectively do so, the defense of an inconvenient forum to the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim maintenance of such action or proceeding. Each Stockholder agrees that it or its property is exempt or immune from jurisdiction process issued out of any such court or from in accordance with the rules of practice of such court may be served by registered mail, return receipt requested, or by any legal process commenced in other form of substituted service permitted by the rules of such courts court (whether through service of noticea) as to Yamada or Yamada Corporation, attachment prior to judgmentYamada, attachment in aid of execution of judgment(b) as to Sunhorizon, execution of judgment or otherwise) and to Sunhorizon, (c) as to the fullest extent permitted Management Stockholders or the Outside Directors, to Argo-Tech, and (d) as to the Trustee, to the Trustee, in each and every case with mandatory copies to Yamada Corporation, to the Persons who are also Management Stockholders serving on the Board (or such other Person as they may designate), and to the Trustee. Yamada and Yamada Corporation hereby irrevocably designate and appoint Yamada; and the Management Stockholders and the Outside Directors hereby irrevocably designates and appoints Argo-Tech as their respective authorized agent upon whom process may be served in any such suit or proceeding (it being understood that the designation of and acceptance by such agent shall become effective immediately upon the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue execution of such Action is improper or (iii) this Agreement, and without any further action on the part of the Stockholder or such agent). Each Stockholder further agrees to take any and all actions, including without limitation, the subject matter hereofexecution and filing of all such instruments and documents, as may not be necessary to continue such designation and appointment in full force and effect until this Agreement shall have been terminated in each and every respect. The parties agree that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each of Nothing in this Section shall affect the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service right of any process, summons, notice party hereto to serve legal process in any other manner permitted by law or document by registered mail (return receipt requested and first-class postage prepaid) affect the right of any party hereto to bring any action or proceeding against the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement other party or the transactions contemplated herebyits property.