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

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES(a) Each of the parties hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan, City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any claim based on its immunity from suit. Nothing in this Section 8.12(a) shall affect the right of any party hereto to bring any action or proceeding against another or its property in the courts of other jurisdictions. (b) EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO MAY ENFORCE AGREES THAT ANY SUCH CLAIM ARISING OUT OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 8.12(b) AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IN OR ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORKPROVISIONS HEREOF. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT THIS WAIVER SHALL APPLY TO ANY SUCH CLAIMSUBSEQUENT AMENDMENTS, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMTHIS AGREEMENT.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN SET FORTH IN THE SIGNATURE PAGES HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES HEREUNDER OR UNDER ANY OF THE OTHER SECURITY DOCUMENTS, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN SET FORTH IN THE SIGNATURE PAGES HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH THE STATE COURTS AND IRREVOCABLY CONSENTS OF THE STATE OF TEXAS LOCATED IN DALLAS COUNTY, TEXAS FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY, THE SUBJECT MATTER HEREOF, OR THE LOAN. GUARANTOR TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED BY LAWJURISDICTION OF SUCH COURTS, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THAT THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS GUARANTY, THE SUBJECT MATTER HEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY LENDER IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN ACTION INSTITUTED IN FEDERAL COURT TO STATE COURT (UNLESS THE FEDERAL COURT HAS BEEN BROUGHT NO SUBJECT MATTER JURISDICTION). EACH GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT HERETO, BUT SERVICE WILL BE EFFECTIVE ONLY UPON DELIVERY. GUARANTOR AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER AND ITS ASSIGNS. FINAL JUDGMENT AGAINST GUARANTOR IN AN INCONVENIENT FORUMANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF GUARANTOR THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST GUARANTOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT THE GUARANTOR: (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY LEGAL ACTION OR PROCEEDING INSTITUTED WITH RELATING TO THIS GUARANTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND APPELLATE COURTS FROM ANY THEREOF; (B) CONSENTS THAT ANY SUCH CLAIMACTION OR PROCEEDINGS MAY BE BROUGHT TO SUCH COURTS, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION VENUE OF ANY SUCH COURTS ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND IRREVOCABLY CONSENTS AGREES NOT TO PLEAD OR CLAIM THE SAME; (C) AGREES THAT SERVICE OF PROCESS OUT OF IN ANY SUCH COURTS ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF, THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PERSON IT AT ITS ADDRESS SET FORTH BELOW OR AT SUCH PERSON'S OTHER ADDRESS PROVIDED FOR HEREIN OF WHICH THE OTHER PARTIES TO THE PARTICIPATION AGREEMENT SHALL HAVE BEEN NOTIFIED PURSUANT TO THE RELEVANT PROVISIONS OF THE PARTICIPATION AGREEMENT; AND (D) AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS RIGHT TO EFFECT SERVICE OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE SHALL LIMIT THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF RIGHT OF THE BENEFICIARIES TO SXX IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ALL JUDICIAL PROCEEDINGS IN ANY CLAIM MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE NOTE, OR ANY OBLIGATIONS HEREUNDER OR THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER OF COMPETENT JURISDICTION IN THE STATE OF FLORIDA LOCATED IN HILLSBOROUGH COUNTY. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE BORROWER PARTIES IRREVOCABLY: (a) ACCEPT GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND LOCATED VENUE OF SUCH COURTS; (b) WAIVE ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREE THAT SERVICE OF ALL PROCESS IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF PROCEEDING IN ANY SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICERETURN RECEIPT REQUESTED, TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER PARTIES AT THE ADDRESS SPECIFIED IN THE NOTE; (id) SHALL BE DEEMED AGREES THAT SERVICE AS PROVIDED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON SECTION (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE BORROWER PARTIES IN ANY SUCH SUITPROCEEDING IN ANY SUCH COURT, ACTION OR PROCEEDING AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (iie) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT AGREES THAT THE RIGHTS OF SECURED PARTY RETAINS THE PARTIES RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE TO BRING PROCEEDINGS AGAINST THE BORROWER PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN THE COURTS OF ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. BORROWER AND LENDER EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF NEVADA SITTING IN XXXXX COUNTY, NEVADA FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER LOAN DOCUMENT AND IRREVOCABLY CONSENTS THE SUBJECT MATTER THEREOF, OR THE LOAN. EACH OF BORROWER AND LENDER TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER LOAN DOCUMENTS, THE SUBJECT MATTER THEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN INCONVENIENT FORUMACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. BORROWER AND LENDER EACH HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 21(a) HEREOF, BUT ANY SUCH SERVICE WILL BE EFFECTIVE ONLY WHEN RECEIVED AT SUCH ADDRESS. BORROWER AND LENDER EACH AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTY. FINAL JUDGMENT AGAINST A PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE PARTY THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES(a) Each of the parties hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan, City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been 37 brought in an inconvenient forum and any claim based on its immunity from suit. Nothing in this Section 8.12(a) shall affect the right of any party hereto to --------------- bring any action or proceeding against another or its property in the courts of other jurisdictions. (b) EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO MAY ENFORCE AGREES THAT ANY SUCH CLAIM ARISING OUT OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 8.12(b) AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IN OR ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORKPROVISIONS HEREOF. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT THIS WAIVER SHALL APPLY TO ANY SUCH CLAIMSUBSEQUENT AMENDMENTS, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMTHIS AGREEMENT.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH THE STATE COURTS AND IRREVOCABLY CONSENTS OF THE STATE OF NEVADA LOCATED IN XXXXX COUNTY NEVADA FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY, THE SUBJECT MATTER HEREOF, OR THE LOAN. GUARANTOR TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED BY LAWJURISDICTION OF SUCH COURTS, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THAT THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS GUARANTY, THE SUBJECT MATTER HEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY LENDER IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN ACTION INSTITUTED IN FEDERAL COURT TO STATE COURT (UNLESS THE FEDERAL COURT HAS BEEN BROUGHT NO SUBJECT MATTER JURISDICTION). EACH GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT HERETO, BUT SERVICE WILL BE EFFECTIVE ONLY UPON DELIVERY. GUARANTOR AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER AND ITS ASSIGNS. FINAL JUDGMENT AGAINST GUARANTOR IN AN INCONVENIENT FORUMANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF GUARANTOR THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST GUARANTOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. AGENT AND EACH PARTY HERETO SENIOR BANK MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORKCHICAGO, NEW YORKILLINOIS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HALIFAX HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND COURTS. HALIFAX HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S THE ADDRESS PROVIDED FOR HEREIN SET FORTH IN SECTION 16 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES AGENT OR ANY SENIOR BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO AGENT OR ANY SENIOR BANK FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HALIFAX HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. BORROWER AND LENDER EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS COUNTY, TEXAS FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER LOAN DOCUMENT AND IRREVOCABLY CONSENTS THE SUBJECT MATTER THEREOF, OR THE LOAN. EACH OF BORROWER AND LENDER TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER LOAN DOCUMENTS, THE SUBJECT MATTER THEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN INCONVENIENT FORUMACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. BORROWER AND LENDER EACH HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 21(a) HEREOF, BUT ANY SUCH SERVICE WILL BE EFFECTIVE ONLY WHEN RECEIVED AT SUCH ADDRESS. BORROWER AND LENDER EACH AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTY. FINAL JUDGMENT AGAINST A PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE PARTY THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. BORROWERS AND LENDER EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS COUNTY, TEXAS FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER LOAN DOCUMENT AND IRREVOCABLY CONSENTS THE SUBJECT MATTER THEREOF, OR THE LOAN. BORROWERS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVE, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREE NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER LOAN DOCUMENTS, THE SUBJECT MATTER THEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN INCONVENIENT FORUMACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. BORROWERS AND LENDER EACH HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 21(a) HEREOF. BORROWERS AGREE THAT THEIR SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTY. FINAL JUDGMENT AGAINST BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE BORROWER THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST BORROWERS OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH THE STATE COURTS AND IRREVOCABLY CONSENTS OF THE STATE OF TEXAS LOCATED IN DALLAS COUNTY, TEXAS FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY, THE SUBJECT MATTER HEREOF, OR THE LOAN. GUARANTOR TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED BY LAWJURISDICTION OF SUCH COURTS, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THAT THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS GUARANTY, THE SUBJECT MATTER HEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY LENDER IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN ACTION INSTITUTED IN FEDERAL COURT TO STATE COURT (UNLESS THE FEDERAL COURT HAS BEEN BROUGHT NO SUBJECT MATTER JURISDICTION). EACH GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT HERETO, BUT SERVICE WILL BE EFFECTIVE ONLY UPON DELIVERY. GUARANTOR AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER AND ITS ASSIGNS. FINAL JUDGMENT AGAINST GUARANTOR IN AN INCONVENIENT FORUMANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF GUARANTOR THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION. LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST GUARANTOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. BORROWER AND LENDER EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER LOAN DOCUMENT AND IRREVOCABLY CONSENTS THE SUBJECT MATTER THEREOF, OR THE LOAN. EACH OF BORROWER AND LENDER TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER LOAN DOCUMENTS, THE SUBJECT MATTER THEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN INCONVENIENT FORUMACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. BORROWER AND LENDER EACH HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 22(a) HEREOF, BUT ANY SUCH SERVICE WILL BE EFFECTIVE ONLY WHEN RECEIVED AT SUCH ADDRESS. BORROWER AND LENDER EACH AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTY. FINAL JUDGMENT AGAINST A PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE PARTY THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT LESSEE: (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY LEGAL ACTION OR PROCEEDING INSTITUTED WITH RELATING TO THIS LESSEE GUARANTEE, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA AND OF ANY CALIFORNIA STATE COURT SITTING IN SAN DIEGO COUNTY, AND APPELLATE COURTS FROM ANY THEREOF; (b) CONSENTS THAT ANY SUCH CLAIMACTION OR PROCEEDINGS MAY BE BROUGHT TO SUCH COURTS, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION VENUE OF ANY SUCH COURTS ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND IRREVOCABLY CONSENTS AGREES NOT TO PLEAD OR CLAIM THE SAME; (c) AGREES THAT SERVICE OF PROCESS OUT OF IN ANY SUCH COURTS ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF, THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PERSON IT AT ITS ADDRESS SET FORTH AT SCHEDULE II TO THE PARTICIPATION AGREEMENT OR AT SUCH PERSON'S OTHER ADDRESS PROVIDED FOR HEREIN OF WHICH THE OTHER PARTIES TO THE PARTICIPATION AGREEMENT SHALL HAVE BEEN NOTIFIED PURSUANT TO SECTION 9.3 OF THE PARTICIPATION AGREEMENT; AND (d) AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS RIGHT TO EFFECT SERVICE OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE SHALL LIMIT THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF RIGHT OF ANY BENEFICIARY TO XXX IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO SENIOR LENDER MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORKLOS ANGELES, NEW YORKCALIFORNIA. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HALIFAX HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND COURTS. HALIFAX HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S THE ADDRESS PROVIDED FOR HEREIN SET FORTH IN SECTION 16 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES SENIOR LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO SENIOR LENDER FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HALIFAX HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. (a) EACH PARTY OF THE PARTIES HERETO MAY ENFORCE ANY CLAIM ARISING OUT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THIS AGREEMENT THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN ANY STATE OR FEDERAL THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING INSTITUTED WITH ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO ANY OF SUCH CLAIM, EACH OF ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE JURISDICTION 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 COURTS ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. EACH PARTY TO THIS AGREEMENT AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING WILL 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 TO THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, OTHER ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD RELATING TO BE VALID PERSONAL SERVICE UPON AND THE TRANSACTIONS CONTEMPLATED HEREBY, ON BEHALF OF ITSELF OR ITS PROPERTY, BY PERSONAL DELIVERY OF COPIES OF SUCH PROCESS TO SUCH PERSONPARTY. NOTHING CONTAINED HEREIN SHALL IN THIS SECTION 16 WILL AFFECT THE RIGHTS RIGHT OF THE PARTIES ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION COMMENCE LEGAL PROCEEDINGS OR PROCEEDING IN RESPECT HEREOF OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY: (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY LEGAL ACTION OR PROCEEDING INSTITUTED WITH RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF 52 145 CONNECTICUT, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF CONNECTICUT, AND APPELLATE COURTS FROM ANY THEREOF; (b) CONSENTS THAT ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND IRREVOCABLY CONSENTS WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME; (c) AGREES THAT SERVICE OF PROCESS OUT OF IN ANY SUCH COURTS ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF, THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PERSON THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 9.1 OR AT SUCH PERSON'S OTHER ADDRESS PROVIDED FOR HEREIN AND OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; (d) AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS RIGHT TO EFFECT SERVICE OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE SHALL LIMIT THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN RIGHT TO SUE XX ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEESVENUE; WAIVER OF JURY TRIAL. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT THE COMPANY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION IN DENVER, COLORADO, AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF CONSENTS THAT AGENT MAY EFFECT ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT IN THE MANNER AND AT THE COMPANY’S ADDRESS SET FORTH HEREIN FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT AGENT OR ANY LENDING PARTY FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST THE COMPANY INDIVIDUALLY, AGAINST ANY COLLATERAL OR AGAINST ANY PROPERTY OF SUCH COURTS BY MAILING A COPY THEREOFTHE COMPANY WITHIN ANY OTHER COUNTY, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. THE COMPANY ACKNOWLEDGES AND AGREES THAT SUCH SERVICETHE VENUE PROVIDED ABOVE IS THE MOST CONVENIENT FORUM FOR THE COMPANY, AGENT AND THE LENDING PARTIES. THE COMPANY WAIVES ANY OBJECTION TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON VENUE AND ANY OBJECTION BASED ON A MORE CONVENIENT FORUM IN ANY SUCH SUITACTION INSTITUTED UNDER THIS AGREEMENT. THE COMPANY, AGENT AND THE LENDING PARTIES EACH HEREBY WAIVES TRIAL BY JURY IN CONNECTION WITH ANY ACTION INSTITUTED UNDER THIS AGREEMENT OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMLOAN DOCUMENT.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. BORROWERS AND LENDER EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE COMMONWEALTH OF VIRGINIA SITTING IN ALBEMARLE COUNTY, VIRGINIA FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER LOAN DOCUMENT AND IRREVOCABLY CONSENTS THE SUBJECT MATTER THEREOF, OR THE LOAN. BORROWERS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVE, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREE NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER LOAN DOCUMENTS, THE SUBJECT MATTER THEREOF, OR THE LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN INCONVENIENT FORUMACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. BORROWERS AND LENDER EACH HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 21(a) HEREOF. BORROWERS AGREE THAT THEIR SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTY. FINAL JUDGMENT AGAINST BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE BORROWER THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST BORROWERS OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. COLLATERAL AGENT, FIRST PRIORITY TRUSTEE AND EACH PARTY HERETO HOLDER OF FIRST PRIORITY NOTES MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO SECOND PRIORITY TRUSTEE HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND COURTS. SECOND PRIORITY TRUSTEE HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S THE ADDRESS PROVIDED FOR HEREIN SET FORTH IN SECTION 18 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES FIRST PRIORITY TRUSTEE OR ANY HOLDER OF FIRST PRIORITY NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FIRST PRIORITY TRUSTEE OR ANY HOLDER OF FIRST PRIORITY NOTES FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO SECOND PRIORITY TRUSTEE HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE BORROWERS HEREBY IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE COMMONWEALTH OF VIRGINIA LOCATED IN ALBEMARLE COUNTY, VIRGINIA FOR THE PURPOSES OF ANY CLAIM SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING NOTE, THE SUBJECT MATTER JURISDICTION AND LOCATED IN HEREOF, OR THE CITY OF NEW YORK, NEW YORKLOAN. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS BORROWERS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVE, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREE NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED BY LAWJURISDICTION OF SUCH COURTS, ANY OBJECTION WHICH SUCH PERSON NOW THAT THEIR PROPERTY IS EXEMPT OF IMMUNE FROM ATTACHMENT OR HEREAFTER MAY HAVE TO EXECUTION, THAT THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS NOTE, THE SUBJECT MATTER HEREOF, OR THE OTHER LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN AN INCONVENIENT FORUMOR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY LENDER IN THE ABOVE NAMED COURTS. BORROWERS HEREBY CONSENT TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 7 HEREOF. XXXXXXXXX AGREE THAT THEIR SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER. FINAL JUDGMENT AGAINST BORROWERS IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF BORROWERS THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST BORROWERS OR ANY OF THEIR ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ALL JUDICIAL PROCEEDINGS IN ANY CLAIM MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT NOTE OR ANY OBLIGATIONS HEREUNDER MAY BE BROUGHT ONLY IN ANY COURTS OF THE STATE OF WISCONSIN LOCATED IN MARICOPA COUNTY OR THE FEDERAL COURT HAVING SUBJECT MATTER FOR THE DISTRICT OF ARIZONA (PHOENIX). BY EXECUTING AND DELIVERING THIS NOTE, BXXXXXXX IRREVOCABLY: (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION VENUE OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUITPROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, ACTION OR RETURN RECEIPT REQUESTED, TO BORROWER AT ITS ADDRESS SET FORTH IN THE INTRODUCTORY PARAGRAPH OF THIS NOTE; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (iie) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT AGREES THAT LXXXXX RETAINS THE RIGHTS OF THE PARTIES RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE TO BRING PROCEEDINGS AGAINST BORROWER IN THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN COURTS OF ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMJURISDICTION.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEESWAIVER OF VENUE. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF JUDICIAL PROCEEDING AGAINST DEBTOR WITH RESPECT TO THE LIABILITIES OR THIS AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE OR FEDERAL COURT HAVING SUBJECT MATTER OF COMPETENT JURISDICTION AND LOCATED IN THE CITY STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, NEW YORK. FOR DEBTOR (I) ACCEPTS THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH NON-EXCLUSIVE JURISDICTION OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH AFORESAID COURTS AND IRREVOCABLY CONSENTS AGREES TO THE BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (II) WAIVES PERSONAL SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOFPROCESS, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND (III) AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUITIT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, ACTION OR PROCEEDING RETURN RECEIPT REQUESTED, PURSUANT TO SECTION 13.5 OF THE CREDIT AGREEMENT, AND (iiIV) SHALL BE TAKEN WAIVES ANY OBJECTION TO JURISDICTION AND HELD VENUE OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSONASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS RIGHT OF THE PARTIES SECURED PARTY OR ANY LENDER OR ANY OF THEIR REPRESENTATIVES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE SHALL LIMIT THE PARTIES HERETO FROM BRINGING AN ACTION RIGHT OF SECURED PARTY OR PROCEEDING ANY LENDER OR ANY OF THEIR REPRESENTATIVES TO BRING PROCEEDINGS AGAINST DEBTOR IN RESPECT HEREOF IN THE COURTS OF ANY OTHER PLACE JURISDICTION HAVING JURISDICTION OVER SUCH ACTIONJURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED PARTY OR ANY LENDER OR ANY OF THEIR REPRESENTATIVES INVOLVING, DIRECTLY OR INDIRECTLY, THE LIABILITIES OR THIS AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVEACKNOWLEDGE THAT THEY PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE OF COUNSEL AND THAT, ACCORDINGLY, NO PARTY SHALL MOVE OR PETITION A COURT CONSTRUING THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTRUE IT MORE STRINGENTLY AGAINST ONE PARTY THAN AGAINST ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMOTHER.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH CREDIT PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS (FOR ITSELF AND ITS PROPERTY) TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND IRREVOCABLY CONSENTS TO THE SERVICE JURISDICTION OF PROCESS THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY (AND TO ANY APPELLATE COURT FROM ANY THEREOF), FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR BASED UPON, THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF SUCH COURTS BY MAILING A COPY CREDIT) THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF, BY REGISTERED MAILOR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND EACH OF THE CREDIT PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SERVICEACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH CREDIT PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (iA) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS, ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED BY LAWJURISDICTION OF SUCH COURTS, ANY OBJECTION WHICH SUCH PERSON NOW THAT ITS PROPERTY IS EXEMPT OR HEREAFTER MAY HAVE TO IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF OR ANY JUDGMENT (AS APPLICABLE) MAY NOT BE ENFORCED IN AN INCONVENIENT FORUMOR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH CREDIT PARTY AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER PARTIES HERETO. FINAL JUDGMENT AGAINST ANY CREDIT PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE CREDIT PARTY THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT THE TRANCHE A AGENT OR THE TRANCHE A COLLATERAL AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A CREDIT PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE SUCH CREDIT PARTY OR SUCH ASSETS MAY BE FOUND. EACH CREDIT PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 11.1 HEREOF.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. (a) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER, ANY ISSUER, OR ANY RELATED PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OR FEDERAL OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN OF THE CITY SOUTHERN DISTRICT OF NEW YORK, NEW YORK. FOR THE PURPOSE OF AND ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO APPELLATE COURT FROM ANY SUCH CLAIMTHEREOF, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SERVICEACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE SUCH FEDERAL COURT. EACH OF PROCESS UPON SUCH PERSON THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUITACTION, ACTION LITIGATION OR PROCEEDING AND (ii) SHALL BE TAKEN CONCLUSIVE AND HELD TO MAY BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE RIGHTS OF THE PARTIES TO SERVE PROCESS JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY ISSUER OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGAINST ANY GUARANTOR OR ITS PROPERTIES IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE COURTS OF ANY SUCH SUITJURISDICTION. (b) Each Guarantor irrevocably and unconditionally waives, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUITto the fullest extent permitted by applicable law, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMany objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty in any court referred to in clause (a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.8 (Notices, Etc.). Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by applicable law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum from the currency provided under a Loan Document (“Agreement Currency”) into another currency, the rate of exchange used shall be the spot rate for the purchase of the Agreement Currency with such other currency through the Administrative Agent’s principal foreign exchange trading office for the other currency during such office’s preceding Business Day. Notwithstanding any judgment in currency (“Judgment Currency”) other than the Agreement Currency, a Guarantor shall discharge its obligation in respect of any sum due under a Loan Document only if, on the Business Day following receipt by the Administrative Agent of payment in the Judgment Currency, the Administrative Agent can use the amount paid to purchase the sum originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Collateral Agent, the Lenders and the Issuers against such loss. If the purchased amount is greater than the sum originally due, the Administrative Agent shall return the excess amount to such Guarantor (or to the Person legally entitled thereto).

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. THE TRUSTEE AND EACH PARTY HERETO NOTEHOLDER MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH THE HOLDERS OF THE PARTIES HERETO SUBORDINATED DEBT HEREBY IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF SUCH COURTS AND COURTS. EACH HOLDER OF SUBORDINATED DEBT HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S THE ADDRESS PROVIDED FOR HEREIN SET FORTH IN SECTION 8 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TRUSTEE OR ANY NOTEHOLDER OR ANY HOLDER OF SUBORDINATED DEBT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO TRUSTEE OR ANY NOTEHOLDER OR ANY HOLDER OF SUBORDINATED DEBT FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO TRUSTEE AND EACH HOLDER OF SUBORDINATED DEBT HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES(a) Each of the parties hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan, City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any claim based on its immunity from suit. Nothing in this Section 8.12(a) shall affect the right of any party hereto to bring any action or proceeding against another or its property in the courts of other jurisdictions. (b) EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO MAY ENFORCE AGREES THAT ANY SUCH CLAIM ARISING OUT OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY, WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 8.12(b) AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IN OR ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORKPROVISIONS HEREOF. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT THIS WAIVER SHALL APPLY TO ANY SUCH CLAIMSUBSEQUENT AMENDMENTS, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMTHIS AGREEMENT.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE (a) ANY CLAIM ARISING OUT OF LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT IN OR ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE CITY BANKRUPTCY COURT OR IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, NEW YORK. FOR THE PURPOSE AND, BY EXECUTION AND DELIVERY OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIMTHIS AGREEMENT, EACH OF THE LOAN PARTIES HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE JURISDICTION 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 COURTS AND ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. (b) EACH OF THE LOAN PARTIES HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOFANY AND ALL LEGAL PROCESS, BY REGISTERED MAILSUMMONS, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN NOTICES AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON DOCUMENTS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY THE MAILING (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) OR DELIVERING OF A COPY OF SUCH PROCESS TO EACH LOAN PARTY AT ITS ADDRESS SPECIFIED IN SECTION 13.8. THE LOAN PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN AN INCONVENIENT FORUMOTHER 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. (Dallas time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two (2) Business Days thereafter.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO ARTISAN ---------------------------------------------- ENTITY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF NEW YORK AND IRREVOCABLY CONSENTS TO THE SERVICE JURISDICTION OF PROCESS OUT THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED NEW YORK FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE PURPOSES OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE ARISING OUT OF OR BASED UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THIS AGREEMENT, THE RIGHTS SUBJECT MATTER HEREOF OR ANY FUNDAMENTAL DOCUMENT BROUGHT BY THE ADMINISTRATIVE AGENT OR ANY OF ITS SUCCESSORS OR ASSIGNS IN EITHER OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE ABOVE-REFERENCED FORUMS AT THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING SOLE OPTION OF THE VENUE ADMINISTRATIVE AGENT. EACH ARTISAN ENTITY (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND COURTS, ANY CLAIM THAT ANY IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN IN THE ABOVE-REFERENCED COURTS IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR ANY FUNDAMENTAL DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH ARTISAN ENTITY HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT ITS ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 13 HEREOF. EACH ARTISAN ENTITY AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS. FINAL JUDGMENT AGAINST SPONSOR AND/OR AN ARTISAN ENTITY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS, LIABILITY OR OTHER OBLIGATION OF THE ARTISAN ENTITY THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE -------- ------- AGENT OR ANY OF ITS SUCCESSORS OR ASSIGNS MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST AN ARTISAN ENTITY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SPONSOR OR SUCH ARTISAN ENTITY OR SUCH ASSETS MAY BE FOUND.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE BORROWERS HEREBY IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE STATE OF TEXAS LOCATED IN TARRANT COUNTY, TEXAS FOR THE PURPOSES OF ANY CLAIM SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING NOTE, THE SUBJECT MATTER JURISDICTION AND LOCATED IN HEREOF, OR THE CITY OF NEW YORK, NEW YORKLOAN. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS BORROWERS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVE, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AND AGREE NOT TO ASSERT, BY WAY OF PROCESS UPON SUCH PERSON MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT BROUGHT IN THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ABOVE-NAMED COURTS ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE FULLEST EXTENT PERMITTED BY LAWJURISDICTION OF SUCH COURTS, ANY OBJECTION WHICH SUCH PERSON NOW THAT THEIR PROPERTY IS EXEMPT OF IMMUNE FROM ATTACHMENT OR HEREAFTER MAY HAVE TO EXECUTION, THAT THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM AN INCONVENIENT FORUM, THAT ANY SUCH THE VENUE OF THE SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IS IMPROPER OR THAT THIS NOTE, THE SUBJECT MATTER HEREOF, OR THE OTHER LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN AN INCONVENIENT FORUM.OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY LENDER IN THE ABOVE NAMED COURTS. BORROWERS HEREBY CONSENT TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 7 HEREOF. XXXXXXXXX AGREE THAT THEIR SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER. FINAL JUDGMENT AGAINST BORROWERS IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF BORROWERS THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST BORROWERS OR ANY OF THEIR ASSETS IN ANY STATE OR FEDERAL

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. AGENT AND EACH PARTY HERETO SENIOR LENDER MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORKCHICAGO, NEW YORKILLINOIS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO TRUSTEE AND EACH JUNIOR LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS COURTS. EACH OF TRUSTEE AND EACH JUNIOR LENDER HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ’S ADDRESS PROVIDED FOR HEREIN PURSUANT TO SECTION 16 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES AGENT OR ANY SENIOR LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO AGENT OR ANY SENIOR LENDER FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO TRUSTEE HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEESWAIVER OF VENUE. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF JUDICIAL PROCEEDING AGAINST DEBTOR WITH RESPECT TO THE LIABILITIES OR THIS AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE OR FEDERAL COURT HAVING SUBJECT MATTER OF COMPETENT JURISDICTION AND LOCATED IN THE CITY STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, NEW YORK. FOR DEBTOR (I) ACCEPTS THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH NON-EXCLUSIVE JURISDICTION OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH AFORESAID COURTS AND IRREVOCABLY CONSENTS AGREES TO THE BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (II) WAIVES PERSONAL SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOFPROCESS, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND (III) AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUITIT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, ACTION OR PROCEEDING RETURN RECEIPT REQUESTED, PURSUANT TO ARTICLE 13.6 OF THE PURCHASE AGREEMENT, AND (iiIV) SHALL BE TAKEN WAIVES ANY OBJECTION TO JURISDICTION AND HELD VENUE OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSONASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS RIGHT OF THE PARTIES SECURED PARTY OR ANY PURCHASER OR ANY OF THEIR REPRESENTATIVES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE SHALL LIMIT THE PARTIES HERETO FROM BRINGING AN ACTION RIGHT OF SECURED PARTY OR PROCEEDING ANY PURCHASER OR ANY OF THEIR REPRESENTATIVES TO BRING PROCEEDINGS AGAINST DEBTOR IN RESPECT HEREOF IN THE COURTS OF ANY OTHER PLACE JURISDICTION HAVING JURISDICTION OVER SUCH ACTIONJURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED PARTY OR ANY PURCHASER OR ANY OF THEIR REPRESENTATIVES INVOLVING, DIRECTLY OR INDIRECTLY, THE LIABILITIES OR THIS AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVEACKNOWLEDGE THAT THEY PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE OF COUNSEL AND THAT, ACCORDINGLY, NO PARTY SHALL MOVE OR PETITION A COURT CONSTRUING THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTRUE IT MORE STRINGENTLY AGAINST ONE PARTY THAN AGAINST ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMOTHER.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES(a) Each of the parties hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan, City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court, any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and any claim based on its immunity from suit. Nothing in this Section 8.10(a) shall affect the right of any party hereto to bring any action or proceeding against another or its property in the courts of other jurisdictions. (b) EACH PARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO MAY ENFORCE AGREES THAT ANY SUCH CLAIM ARISING OUT OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 8.10(b) AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IN OR ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORKPROVISIONS HEREOF. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT THIS WAIVER SHALL APPLY TO ANY SUCH CLAIMSUBSEQUENT AMENDMENTS, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMTHIS AGREEMENT.

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF NEW YORK AND IRREVOCABLY CONSENTS TO THE SERVICE JURISDICTION OF PROCESS OUT THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED NEW YORK FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE PURPOSES OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE ARISING OUT OF OR BASED UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THIS GUARANTY, THE RIGHTS SUBJECT MATTER HEREOF, THE CREDIT AGREEMENT OR ANY OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF BROUGHT BY THE ADMINISTRATIVE AGENT OR A LENDER OR ANY OF THEIR SUCCESSORS OR ASSIGNS IN EITHER OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW ABOVE-REFERENCED FORUMS AT THE SOLE OPTION OF THE ADMINISTRATIVE AGENT OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTIONA LENDER. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, GUARANTOR TO THE FULLEST EXTENT PERMITTED BY LAWAPPLICABLE LAW (A) HEREBY WAIVES, ANY OBJECTION WHICH SUCH PERSON NOW AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND COURTS, ANY CLAIM THAT ANY SUCH IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING HAS BEEN IS BROUGHT IN AN INCONVENIENT FORUM., THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS GUARANTY, THE SUBJECT MATTER HEREOF, THE CREDIT AGREEMENT OR ANY OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT

Submission to Jurisdiction; Service of Process. ATTORNEYS' FEES. AFI AND ---------------------------------------------- EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO ARTISAN ENTITY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH THE STATE COURTS OF THE STATE OF NEW YORK AND IRREVOCABLY CONSENTS TO THE SERVICE JURISDICTION OF PROCESS OUT THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS PROVIDED NEW YORK FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE PURPOSES OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE ARISING OUT OF OR BASED UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THIS INTERCREDITOR AGREEMENT, THE RIGHTS SUBJECT MATTER HEREOF BROUGHT BY THE COLLECTION AGENT, THE AFI AGENT, THE SPONSOR AGENT, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN EITHER OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE ABOVE- REFERENCED FORUMS AT THE PARTIES HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING SOLE OPTION OF THE VENUE COLLECTION AGENT, THE AFI AGENT, OR THE SPONSOR AGENT. AFI AND EACH ARTISAN ENTITY (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND COURTS, ANY CLAIM THAT ANY IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN IN THE ABOVE-REFERENCED COURTS IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS INTERCREDITOR AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE COLLECTION AGENT, THE AFI AGENT OR THE SPONSOR AGENT IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. AFI AND EACH ARTISAN ENTITY HEREBY CONSENTS TO SERVICE OF PROCESS BY MAIL AT ITS ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 17 HEREOF. AFI AND EACH ARTISAN ENTITY AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE COLLECTION AGENT, AFI AGENT AND THE SPONSOR AGENT. FINAL JUDGMENT AGAINST AFI AND/OR AN ARTISAN ENTITY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS, LIABILITY OR OTHER OBLIGATION OF AFI OR SUCH ARTISAN ENTITY THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE COLLECTION AGENT, THE AFI AGENT AND THE SPONSOR -------- ------- AGENT OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST AFI OR SUCH ARTISAN ENTITY OR ANY OF THEIR ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE AFI OR SUCH ARTISAN ENTITY OR SUCH ASSETS MAY BE FOUND.