Common use of Submission To Jurisdiction; Waivers Clause in Contracts

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents (whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive (subject to Section 9.13(c)) general jurisdiction of the courts of the State of New York sitting in the County of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State County of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the fullest extent permitted by applicable Requirements of Law, in such federal court; (c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be brought enforced in such other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other Loan Document shall affect any right that the Agents or the Lenders may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against it or any of its assets in the courts and waives of any jurisdiction; (d) waives, to the fullest extent permitted by applicable Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.13(a) (and irrevocably waives to the fullest extent permitted by applicable Requirements of Law the defense of an inconvenient forum to the maintenance of 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 samecourt); (ce) agrees that consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 9.02 (d) and agrees that nothing herein shall in this Agreement will affect the right of any party hereto to effect service of serve process in any other manner permitted by law or shall limit applicable Requirements of Law); (f) agrees that service of process as provided in Section 9.02 is sufficient to confer personal jurisdiction over the right to xxx applicable party in any other jurisdictionsuch proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and (eg) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Each Borrower hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Borrower or its properties in the courts of any jurisdiction; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the such Borrower at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or Section any other Loan Document any indirect, special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. (a) The Borrower Parent, each Borrower, the Administrative Agent and the Banks hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court Courts of the State of New York sitting in New York County, the Borough courts of Manhattan)the United States of America for the Southern District of New York, and any the appellate court courts from any thereof; (bii) consents that any such action or proceeding may be brought in such courts and 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; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent or such Borrower at its address set forth in Section 10.2(a) subsection 13.2 or, with respect to Borrowers other than the Company, the Notice of Additional Borrower relating to such Borrower or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. (b) Each Borrower other than the Company hereby appoints and empowers the Parent and the Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Treasurer, as its authorized agent (the "Process Administrative Agent") to receive on behalf of such Borrower service of any and all process and documents in any such legal action or proceeding brought in a New York state or federal court sitting in New York City. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONIt is understood that a copy of such process served on the Process Administrative Agent will be promptly hand delivered or mailed (by registered or certified airmail if available), postage prepaid, to such Borrower at its address set forth in paragraph 5 of such Borrower's Notice of Additional Borrower, but the failure of such Borrower to receive such copy shall not affect in any way the service of such process on the Process Administrative Agent. If the Process Administrative Agent shall refuse or be prevented from acting as agent, notice thereof shall immediately be given by such Borrowers to the Administrative Agent by registered or certified airmail (if available), postage prepaid, and such Borrowers agree promptly to designate another agent in New York City, satisfactory to the Administrative Agent, to serve in place of the Process Administrative Agent and deliver to the Administrative Agent written evidence of such substitute agent's acceptance of such designation.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting located in the Borough of Manhattan), New York, and any appellate court courts from any thereof, to the extent such courts would have subject matter jurisdiction with respect thereto, and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or and waives any right to claim 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 in any such action or proceeding may be effected by mailing a copy thereof by registered FedEx, DHL or certified mail (or any substantially similar form of mail)courier service to each party hereto, postage prepaid, to as the Borrower case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw; (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to arising out of, in connection with, or as a result of, this Agreement or any other agreement or instrument contemplated hereby, the Transactions, any Loan Document or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONdamages against any Indemnitee; and (f) to the extent that the Borrowers, any Guarantor or any of their respective properties, assets or revenues may have or may hereafter become entitled to any right of immunity in any court in which proceedings may at any time be commenced, each of the Borrowers and the Guarantors waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Agreement.

Submission To Jurisdiction; Waivers. The Each Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a partyAgreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the United States District Court of America for the Southern District of New York sitting in York, and appellate courts from any thereof, or, to the Borough of Manhattan (or if extent such court lacks courts lack subject matter jurisdiction, the Supreme Court Courts of the State of New York sitting York, in each case located in the Borough County of Manhattan), and any appellate court from any thereofNew York; (b) consents that any such action or proceeding may be brought in such courts and 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) in the case of each Subsidiary Borrower, designates and directs IBM at its offices at One New Orchard Road, Armonk, New York, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in paragraph (a) of this Section 11.17 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of IBM to give any notice of such service to any such party shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon; (d) in the case of each Subsidiary Borrower, to the extent that such Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property or assets, waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement (it being understood that the waivers contained in this paragraph (d) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable and not subject to withdrawal for the purposes of such Act); (e) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the such Borrower at its address set forth referred to in Section 10.2(a) 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (df) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (eg) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each of the Investor, Parent and the Company hereby irrevocably and unconditionally: unconditionally submit to the exclusive jurisdiction of the Delaware Court of Chancery (aor if, (but only if) submits for itself and its property the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware), with respect to any legal action actions, suits or proceeding proceedings arising out of or relating to this Agreement and the other Loan Documents to which it is a party, or for recognition transactions contemplated hereby and enforcement further agree that service of any judgment in respect thereofprocess, summons, notice or document by registered mail to the non-exclusive jurisdiction addresses set forth on this Agreement shall be effective service of process for any action, suit or proceeding brought against any such party in any such court. Each of the United States District Court for Investor, Parent and the Southern District Company hereby irrevocably and unconditionally waives any objection to the laying of New York sitting venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the Borough Delaware Court of Manhattan Chancery (or if such if, (but only if) the Delaware Court of Chancery shall be unavailable, any other court lacks subject matter jurisdiction, the Supreme Court of the State of New York Delaware or any federal court sitting in the Borough State of ManhattanDelaware), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts hereby further irrevocably and unconditionally 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 in any such action court that any such action, suit or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process brought in any other manner permitted by law or shall limit the right to xxx such court has been brought in any other jurisdiction; and (e) waivesan inconvenient forum. EACH OF THE INVESTOR, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT PARENT AND THE ADMINISTRATIVE AGENT COMPANY HERETO HEREBY WAIVES TRIAL BY JURY AND/OR ANY LENDER MAY OTHERWISE HAVE TO BRING DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, OR THE LACK OF PERSONAL JURISDICTION IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT SUIT ARISING FROM SUCH DISPUTE WITH JURISDICTION AND/OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONVENUE SO SELECTED.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, party to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof;; provided that nothing in this Agreement shall be deemed or operate to preclude any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent. (b) consents that any such action or proceeding may be brought in such courts and 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 forum and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower applicable Borrower, the applicable Lender or the Administrative Agent, as the case may be, at its the address set forth specified in Section 10.2(a) Subsection 11.2 or at such other address of which the Administrative Agent Agent, any such Lender and any such Borrower shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement Subsection 11.13(a) any consequential or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower and each Credit Party hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the United States District Court for the Southern District of New York sitting located in the Borough of Manhattan (or if in the event such court lacks courts lack subject matter jurisdiction, to the Supreme Court courts of the State of New York sitting located in the Borough of Manhattan), and any appellate court courts from any thereof; provided, that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower or the applicable Credit Party at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent applicable party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or Section any other Loan Document any indirect, special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof, to the extent such courts would have subject matter jurisdiction with respect thereto, and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or and waives any right to claim 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the Borrower case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to arising out of, in connection with, or as a result of, this Agreement or any other agreement or instrument contemplated hereby, the Transactions, any Loan Document or Letter of Credit or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.damages against any Indemnitee;

Submission To Jurisdiction; Waivers. The Borrower Each Agreement Party and the Administrative Agent hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of any New York State court or federal court of the United States District Court for the Southern District of America sitting in New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)City, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender, the Administrative Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Parent, the Borrowers or any Loan Party or their properties in the courts of any jurisdiction; (b) waives, to the fullest extent it may legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court; and (c) agrees that service of all process in any such action or proceeding in any such court may be effected by mailing a copy thereof made by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower return receipt requested at its address set forth provided in Section 10.2(a) or at such other address 9.01 of which the Administrative Agent shall have been notified pursuant thereto; (d) Credit Agreement and agrees that nothing herein shall affect service as so provided in is sufficient to confer personal jurisdiction over the applicable credit party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and agrees that agents and lenders retain the right to effect service of serve process in any other manner permitted by law or shall limit to bring proceedings against any credit party in the right to xxx in courts of any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and Agreement, the Notes or the other Loan Documents to which it is a partyDocuments, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the Commonwealth of Pennsylvania, the courts of the United States District Court of America for the Southern Eastern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)Pennsylvania, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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) waives and hereby acknowledges that it is estopped from raising any objection based on forum non conveniens, any claim that any of the above-referenced courts lack proper venue or any objection that any of such courts lack personal jurisdiction over it so as to prohibit such courts from adjudicating any issues raised in a complaint filed with such courts against the Borrower concerning this Agreement or the other Loan Documents; (d) acknowledges and agrees that the choice of forum contained in this Section 9.13 shall not be deemed to preclude the enforcement of any judgment obtained in any forum or the taking of any action under the Loan Documents to enforce the same in any appropriate jurisdiction; (e) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (df) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (eg) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, exemplary or punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally: (a) submits for itself and its property Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the State of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof, and, to the extent necessary to enforce the Administrative Agent’s or the Lenders’ rights under the Security Documents, courts where Collateral may be located or deemed to be located; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower prepaid at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 10.12 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; provided that the waiver set forth in this clause (e) shall not affect or limit the Borrowers’ obligations under Section 10.5.

Submission To Jurisdiction; Waivers. The Company and each Subsidiary Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a partyDocuments, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State and County of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower it at its address set forth in Section 10.2(a) 9.2 or at such other address of which the Managing Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplaryindirect, punitive or consequential damages. (f) Each Non-U.S. Subsidiary Borrower irrevocably designates and appoints the Company as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in paragraph (b) of this Section in any court referred to therein. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONThe Company hereby agrees to accept such appointment by each Subsidiary Borrower party hereto from time to time and to give such Subsidiary Borrower prompt notice upon receipt of, and to forward promptly to such Subsidiary Borrower, all papers served upon the Company pursuant to such appointment. Such designation and appointment shall be irrevocable by each Subsidiary Borrower until such Subsidiary Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.23(c). If the Company shall cease so to act as such agent, each such Subsidiary Borrower covenants and agrees to notify the Managing Administrative Agent promptly thereof and to designate irrevocably and appoint without delay another such agent satisfactory to the Managing Administrative Agent and to deliver promptly to the Managing Administrative Agent evidence in writing of such other agent’s acceptance of such appointment.

Submission To Jurisdiction; Waivers. The Each of the Agents, Lenders, Holdings, the Borrower and the Subsidiary Borrowers hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the Borough of Manhattan, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings, the Borrower or the relevant Subsidiary Borrower, as the case may be, at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; provided, however, that nothing in this Section 10.12(e) shall limit or otherwise impair the obligations of the Borrower under Section 10.5.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such courts and waives any objection that it may now or hereafter have New York State or, to the venue extent permitted by law, in such Federal court. Each 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) parties hereto agrees that service of process a final judgment in any such action or proceeding shall be binding (subject to appeal as provided by applicable law) and may be effected enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (law. Nothing in this Agreement or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which Loan Document shall affect any right that the Administrative Agent shall or any Lender may otherwise have been notified pursuant theretoto bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction; (db) agrees WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL; (c) consents to service of process in the manner provided for notices in Section 10.2; provided that nothing herein shall in this Agreement or any other Loan Document will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (ed) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONThis Section 10.14 shall survive the Discharge of Obligations.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement Amendment and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, party to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; provided that nothing in this Amendment shall be deemed or operate to preclude any Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent; (bii) consents that any such action or proceeding may be brought in such courts and 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 forum and agrees not to plead or claim the same; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower applicable Borrower, the applicable Lender or the Administrative Agent, as the case may be, at its the address set forth specified in Section 10.2(a) Subsection 11.2 of the Credit Agreement or at such other address of which the Administrative Agent Agent, any such Lender and any such Borrower shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to this in Subsection 11.13(a) of the Credit Agreement any consequential or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower (a) Each party hereto hereby irrevocably and unconditionally: (ai) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such courts New York State or, to the extent permitted by law, in such Federal court; (ii) waives, to the fullest extent it may legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any such court or that such action or proceeding was brought referred to in an inconvenient court and agrees not to plead or claim the sameparagraph (i) of this Section; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth specified in Section 10.2(a14.1, or (in the case of the Borrowers) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionjurisdiction in which the defendant is domiciled; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. (b) Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party or the property thereof in the courts of any jurisdiction where such party is domiciled. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Subsidiary Borrower hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in Section 16.3(i) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of Company at its address for notices set forth in Section 14.1.

Submission To Jurisdiction; Waivers. The Borrower (a) Each party hereto hereby irrevocably and unconditionally: (ai) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York sitting in New York County, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such courts New York State or, to the extent permitted by law, in such Federal court; provided, that nothing contained herein or in any other Loan Document will prevent any Lender, Issuer or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established; (ii) waives, to the fullest extent it may legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any such court or that such action or proceeding was brought referred to in an inconvenient court and agrees not to plead or claim the sameparagraph (i) of this Section; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth specified in Section 10.2(a14.1, or (in the case of the Borrowers) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionjurisdiction in which the defendant is domiciled; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. (b) Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party or the property thereof in the courts of any jurisdiction where such party is domiciled. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Subsidiary Borrower hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in Section 16.3(i) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of the Company at its address for notices set forth in Section 14.1.

Submission To Jurisdiction; Waivers. The (a) Each of the Administrative Agent, the Brazilian Administrative Agent, the Lenders, the Issuing Lenders, the Company, each Subsidiary Borrower and each other Loan Party hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement 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 New York located in the Borough of Manhattan, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (bii) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (eiii) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 10.12 any special, exemplary, punitive or consequential damages. (b) Upon any Foreign Subsidiary becoming a Subsidiary Borrower, such Subsidiary Borrower hereby agrees to irrevocably and unconditionally appoint the Company as its agent to receive on behalf of such Subsidiary Borrower and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any such New York State or Federal court described in paragraph (a) of this Section 10.12. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONIn any such action or proceeding in such New York State or Federal court, such service may be made on such Subsidiary Borrower by delivering a copy of such process to such Subsidiary Borrower in care of the Company. Each Subsidiary Borrower hereby irrevocably and unconditionally authorizes and directs the Company to accept such service on its behalf. As an alternate method of service, each Subsidiary Borrower irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies of such process to such Subsidiary Borrower by certified or registered air mail at its address specified in the Borrower Joinder Agreement. Each Subsidiary Borrower agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) To the extent that any Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Subsidiary Borrower hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement or any other Loan Document.

Submission To Jurisdiction; Waivers. The Borrower (a) Each Guarantor hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofassets, to the non-exclusive nonexclusive jurisdiction of any New York State court or federal court of the United States District Court for the Southern District of America sitting in New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)City, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Guarantee, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by Law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Guarantee shall affect any right that any Lender may otherwise have to bring any action or proceeding relating to this Guarantee against any Guarantor or its properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably and waives unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court. (c) agrees that Each Guarantor irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 15. Nothing in this Agreement will affect the right of the Agents, any Lender or the Issuing Bank to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andLaw. (ed) waivesEach Guarantor and the Administrative Agent, on behalf of the Lenders, hereby waive, to the maximum fullest extent not prohibited permitted by applicable law, and agrees not to assert any right it they may have to claim a trial by jury in respect of any litigation directly or recover indirectly arising out of, under or in any legal action connection with this Guarantee. Each of the Guarantors and the Administrative Agent, on behalf of the Lenders, (a) certifies that no representative, agent or proceeding relating to this Agreement or attorney of any other Loan Document any specialparty has represented, exemplaryexpressly or otherwise, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONthat such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Guarantee by, among other things, the mutual waivers and certifications in this Section 19.

Submission To Jurisdiction; Waivers. The Borrower hereby Each Stockholder and Parent irrevocably and unconditionally: (a) submits for itself and its property in agrees that any legal action or proceeding relating with respect to this Agreement and the other Loan Documents to which it is a party, any voting document or for recognition and enforcement of any judgment in respect thereof, to hereto or thereof brought by the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting other party hereto or its successors or assigns may be brought and determined in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting in the Borough of Manhattan)York, and any appellate court from any thereof; (b) consents that each Stockholder and Parent hereby irrevocably submit with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each Stockholder and Parent hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 6(i), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waives any objection that it may now or hereafter have (c) to the venue of any such fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; (c) agrees that service venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damagescourts. NOTHING IN EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER IT MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR PROCEEDING INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER PARTY HAS REPRESENTED, EXPRESSLY OR ITS PROPERTIES OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE COURTS EVENT OF ANY JURISDICTIONLITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(i).

Submission To Jurisdiction; Waivers. The Borrower Company, each other Borrower, the Administrative Agent, the Collateral Agent and each Lender hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting in New York County, the Borough courts of Manhattan)the United States for the Southern District of New York, and any appellate court courts from any thereof; provided that nothing in this Agreement shall affect any right that the Administrative Agent, any Lender or any L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrowers or their properties in the courts of any jurisdiction; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Borrowers, as the case may be at its address set forth in Section 10.2(a) 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; provided, however, that nothing contained in this Section 11.13(e) shall limit the Company’s, the other Borrowers’ or the Lenders’ indemnity and reimbursement obligations to the extent set forth in any Loan Document in respect of any third-party claims alleging such special, exemplary, punitive or consequential damages.

Submission To Jurisdiction; Waivers. The Borrower hereby Each of the Parties irrevocably and unconditionally: (a) submits for itself and its property in agrees that any legal action or proceeding relating with respect 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 jurisdiction of the United States District Court for the Southern District of New York sitting hereof brought by another Party or its successors or assigns may be brought and determined in any federal court located in the Borough Commonwealth of Manhattan (Pennsylvania or if such any state court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting located in the Borough Commonwealth of Manhattan), Pennsylvania and any appellate court from any thereof; (b) consents that each Party hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in such courts respect to its property, generally and waives any objection that it may now or hereafter have unconditionally, to the venue exclusive jurisdiction of the aforesaid courts, provided that the judgment of any such court may be enforced by any court of competent jurisdiction. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the above-named courts for any reason other than the failure to lawfully serve process; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (c) to the fullest extent permitted by applicable Law, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; (c) agrees that service venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail such courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (or any substantially similar form of mailWHETHER AS A PLAINTIFF, DEFENDANT OR OTHERWISE) AGAINST ANY OTHER PARTY, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), postage prepaidINQUIRY, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waivesPROCEEDING OR INVESTIGATION ARISING OUT OF, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN RELATING TO OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTRANSACTIONS.

Submission To Jurisdiction; Waivers. The Borrower Each of the parties hereto hereby irrevocably and unconditionally: (a) submits for itself and its property Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court courts from any thereof; provided that nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, any Loan Party or its Property in the courts of any jurisdiction; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower applicable Person at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in Each of the parties hereto irrevocably agrees that any legal action or proceeding relating with respect to this Agreement and Agreement, the other Loan Documents to which it is a partytransactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in the Borough of Manhattan (any federal or if such state court lacks subject matter jurisdiction, the Supreme Court of located in the State of New York sitting in the Borough of Manhattan)Delaware, and any appellate court from any thereof; (b) consents that each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. (b) Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives any objection that it may now or hereafter have (iii) to the venue of any such fullest extent permitted by Applicable Laws, that (A) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (B) the same; (c) agrees that service venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damagescourts. NOTHING IN EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER SUCH PARTY MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR PROCEEDING INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR ITS PROPERTIES OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE COURTS EVENT OF ANY JURISDICTIONLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09.

Submission To Jurisdiction; Waivers. The Borrower Each Grantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents (whether arising in contract, tort or otherwise) 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 New York sitting in the Borough of Manhattan, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court courts from any thereof; (b) consents agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court; (c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be brought enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in this agreement or any other Loan Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against such Grantor or any of its assets in the courts and waives of any jurisdiction; (d) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section (and 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 or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samecourt); (ce) agrees that consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided in Section 10.2(a) or at such other address 9.17 of which the Administrative Agent shall have been notified pursuant thereto; Credit Agreement (d) and agrees that nothing herein shall in this Agreement will affect the right of any party hereto to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionapplicable law); and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each of PV, AF and the Company hereby irrevocably and unconditionally: unconditionally submit to the exclusive jurisdiction of the Delaware Court of Chancery (aor if, (but only if) submits for itself and its property the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware), with respect to any legal action actions, suits or proceeding proceedings arising out of or relating to this Agreement and the other Loan Documents to which it is a party, or for recognition transactions contemplated hereby and enforcement further agree that service of any judgment in respect thereofprocess, summons, notice or document by registered mail to the non-exclusive jurisdiction addresses set forth on this Agreement shall be effective service of process for any action, suit or proceeding brought against any such Party in any such court. Each of PV, AF, and the United States District Court for Company hereby irrevocably and unconditionally waives any objection to the Southern District laying of New York sitting venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the Borough Delaware Court of Manhattan Chancery (or if such if, (but only if) the Delaware Court of Chancery shall be unavailable, any other court lacks subject matter jurisdiction, the Supreme Court of the State of New York Delaware or any federal court sitting in the Borough State of ManhattanDelaware), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts hereby further irrevocably and unconditionally 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 in any such action court that any such action, suit or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process brought in any other manner permitted by law or shall limit the right to xxx such court has been brought in any other jurisdiction; and (e) waivesan inconvenient forum. EACH OF PV, to the maximum extent not prohibited by lawAF, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT PARENT AND THE ADMINISTRATIVE AGENT COMPANY HEREBY WAIVES TRIAL BY JURY AND/OR ANY LENDER MAY OTHERWISE HAVE TO BRING DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, OR THE LACK OF PERSONAL JURISDICTION IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT SUIT ARISING FROM SUCH DISPUTE WITH JURISDICTION AND/OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONVENUE SO SELECTED.

Submission To Jurisdiction; Waivers. The Borrower hereby (i) Guarantor irrevocably and unconditionally: unconditionally (aA) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the any United States District Court for the Southern District of Federal or New York State court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that such court, solely for the purpose of any such suit, action or proceeding may be brought to enforce its obligations under this Guaranty or relating in such courts any way to this Guaranty, the Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement and waives any objection that (B) waives, to the fullest extent it may now or hereafter have effectively do so, any defense of an inconvenient forum to the venue maintenance of any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (ii) To the extent that such action Guarantor has or proceeding was brought hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in an inconvenient court aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Guaranty or relating in any way to this Guaranty, the same;Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement. (ciii) Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to it at its address specified herein. Guarantor hereby agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth law. Nothing in Section 10.2(athis Article VI(e) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of Purchaser to effect service of serve legal process in any other manner permitted by law or shall limit affect the right of Purchaser to xxx bring any action or proceeding against Guarantor or its property in the courts of other jurisdictions, and nothing in this Article VI(e) shall affect the right of Guarantor to serve legal process in any other jurisdiction; and (e) waives, manner permitted by law or affect the right of Guarantor to the maximum extent not prohibited by law, and agrees not to assert bring any right it may have to claim or recover in any legal action or proceeding relating to this Agreement against Purchaser or any its property in the courts of other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR jurisdictions. (iv) GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION, PROCEEDING OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION COUNTERCLAIM ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER LOAN INSTRUMENT OR DOCUMENT AGAINST THE BORROWER DELIVERED HEREUNDER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHEREUNDER.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan York, and appellate courts from any thereof (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of each a “New York sitting in the Borough of ManhattanCourt”), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the such Borrower at its address set forth in Section 10.2(a) 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document any Section 11.12any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT AGENT, THE COLLATERAL AGENT, ANY LENDER OR ANY ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONJURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION OR (IV) TO THE EXTENT NEW YORK COURTS DO NOT HAVE JURISDICTION OVER THE SUBJECT MATTER OF SUCH LEGAL ACTION OR PROCEEDING OR THE PARTIES OR PROPERTY SUBJECT THERETO.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of any state court of the State of Illinois sitting in Cxxx County and of the United States District Court for of the Southern Northern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)Illinois, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois State court or, to the extent permitted by Applicable Laws, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Laws. Nothing in this Agreement or any other Credit Document or otherwise shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment; (b) consents that any such action or proceeding may shall be brought in such courts courts, and waives agrees not to plead or claim and waives, to the fullest extent permitted by Applicable Laws, any objection that it may now or hereafter have to the venue of any such action or proceeding arising out of or relating to this Agreement or any other Credit Document in any such court or that referred to in Section 12.13(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 was brought in an inconvenient court and agrees not to plead or claim the sameany such court; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower applicable party at its respective address set forth in Section 10.2(a) Schedule 12.02 or on Schedule 1.01 or at such other address of which the Administrative Agent Agents shall have been notified pursuant thereto; (d) agrees that nothing herein shall . Nothing in this Agreement or any other Credit Document will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit Applicable Law; (d) waives, to the right to xxx maximum extent not prohibited by law, all rights of rescission, setoff, counterclaims, and other defenses in any other jurisdictionconnection with the repayment of the Obligations; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 12.13 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby (i) Guarantor irrevocably and unconditionally: unconditionally (aA) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the any United States District Court for the Southern District of Federal or New York State court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that such court, solely for the purpose of any such suit, action or proceeding may be brought to enforce its obligations under this Guaranty or relating in such courts any way to this Guaranty, the Repurchase Agreement or any Transaction under the Repurchase Agreement and waives any objection that (B) waives, to the fullest extent it may now or hereafter have effectively do so, any defense of an inconvenient forum to the venue maintenance of any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (ii) To the extent that such action Guarantor has or proceeding was brought hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in an inconvenient court aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Guaranty or relating in any way to this Guaranty, the same;Repurchase Agreement or any Transaction under the Repurchase Agreement. (ciii) Guarantor hereby irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to it at its address specified herein. Guarantor hereby agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth law. Nothing in Section 10.2(athis Article VI(d) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of Purchaser to effect service of serve legal process in any other manner permitted by law or shall limit affect the right of Purchaser to xxx bring any action or proceeding against Guarantor or its property in the courts of other jurisdictions, and nothing in this Article VI(d) shall affect the right of Guarantor to serve legal process in any other jurisdiction; and (e) waives, manner permitted by law or affect the right of Guarantor to the maximum extent not prohibited by law, and agrees not to assert bring any right it may have to claim or recover in any legal action or proceeding relating to this Agreement against Purchaser or any its property in the courts of other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR jurisdictions. (iv) GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION, PROCEEDING OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION COUNTERCLAIM ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER LOAN INSTRUMENT OR DOCUMENT AGAINST THE BORROWER DELIVERED HEREUNDER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHEREUNDER.

Submission To Jurisdiction; Waivers. The Borrower Each Grantor hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be brought heard and determined in such courts Federal (to the extent permitted by law) or New York State court; (b) waives, to the fullest extent it may legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each Grantor hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samecourt; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Borrower such Grantor at its address set forth referred to in Section 10.2(a) 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplaryindirect, consequential or punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby (i) Guarantor and, by its acceptance of this Guaranty, Purchaser, each irrevocably and unconditionally: unconditionally (aA) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the any United States District Court for the Southern District of Federal or New York State court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that such court, solely for the purpose of any such suit, action or proceeding may be brought to enforce its obligations under this Guaranty or relating in such courts any way to this Guaranty, the Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement and waives any objection that (B) waives, to the fullest extent it may now or hereafter have effectively do so, any defense of an inconvenient forum to the venue maintenance of any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (ii) To the extent that such action Guarantor has or proceeding was brought hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in an inconvenient court aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Guaranty or relating in any way to this Guaranty, the same;Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement. (ciii) Guarantor and, by its acceptance of this Guaranty, Purchaser, each hereby irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to it at its address specified herein. Guarantor and, by its acceptance of this Guaranty, Purchaser, each hereby agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth law. Nothing in Section 10.2(athis Article VI(e) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of Purchaser to effect service of serve legal process in any other manner permitted by law or affect the rights of Purchaser to bring any enforcement action or proceeding against any property of Guarantor located in other jurisdictions in the courts of such other to the extent required by the laws of such other jurisdictions, and nothing in this Article VI(e) shall limit affect the right of Guarantor to xxx serve legal process in any other jurisdiction; andmanner permitted by law. (eiv) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION, PROCEEDING OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION COUNTERCLAIM ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER LOAN INSTRUMENT OR DOCUMENT AGAINST THE BORROWER DELIVERED HEREUNDER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHEREUNDER.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: : (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a partyNotes, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the Courts of the State of New York in the Borough of Manhattan, City of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; thereof and to the courts of its own corporate domicile in respect of any actions brought against it as a defendant in any action or proceeding arising out of this Agreement or the Notes; (b) consents that any such action or proceeding may be brought in such courts and 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 court, agrees not to plead or claim the same; same and, to the extent permitted by the applicable law, waives any right to which it may be entitled on account of place of residence or domicile; (c) agrees that the final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law; (d) in the case of the Borrower, agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to CT Corporation System as the Borrower Borrower’s agent in New York City for service of process at its address set forth in Section 10.2(a) at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; in writing by the Borrower; (de) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Credit 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 Texas and the courts of the United States District Court of America for the Southern District of New York sitting Texas, in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting each case located in the Borough of Manhattan)Harris County, and any appellate court courts from any thereof;; provided that, any suit seeking enforcement against any Collateral or other property may be brought, at the Administrative Agent’s option, in the courts of any jurisdiction where such Collateral or other property may be found. (b) consents that any such action or proceeding may shall be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Person at its address set forth in Section 10.2(a) or on Schedule 13.2 at such other address of which the Administrative Agent shall have been notified pursuant theretoto Section 13.2; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law Requirements of Law or shall limit the right to xxx sue in any other jurisdiction; and; (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 13.13 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; and (f) agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission To Jurisdiction; Waivers. The Borrower Each Citigroup Ring-Fence Entity hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Master Agreement and the other Loan Program Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the United States District Court for the Southern District of New York sitting York, and appellate courts thereof; provided that, notwithstanding the foregoing, if there is no basis for federal jurisdiction in respect of any such legal action or proceeding or recognition and enforcement action, then such Citigroup Ring-Fence Entity submits for itself and its property in any such legal action or proceeding or recognition and enforcement action to the Borough exclusive jurisdiction of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting located in the Borough of Manhattan)Manhattan in New York City, and any appellate court from any courts thereof; (b) consents that any such action or proceeding may be brought only in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Citigroup Ring-Fence Entity at its address set forth in Section 10.2(a) 13.2 or at such other address of which the Administrative Agent U.S. Federal Parties shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law law; (e) agrees that a final judgment in any such action or proceeding shall limit be conclusive and may be enforced in another jurisdiction by suit on the right to xxx judgment or in any other jurisdictionmatter provided by law; and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, indirect, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONdamages of any kind whatsoever (including for lost profits).

Submission To Jurisdiction; Waivers. The Borrower (a) Each Loan Party hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, New York in any legal action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement and the or any other Loan Documents to which it is a party, Document against any Loan Party or for recognition and enforcement its properties in the courts of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that any such action or proceeding Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may be brought in such courts legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court. (c) Each party to this Agreement irrevocably agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the Borrower case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall . Nothing in this Agreement or any other Loan Document will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) Each party hereto waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to arising out of, in connection with, or as a result of, this Agreement or any other agreement or instrument contemplated hereby, the Transactions, any Loan Document or the use of the proceeds thereof, any special, exemplary, indirect, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONdamages against any Indemnitee.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each of the Company, the Manager and each of the Members hereby irrevocably and unconditionally: (a) submits for itself and its property in (i) agrees that any legal suit, action or proceeding against it or any of its Affiliates arising out of or relating to or in connection with 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 jurisdiction of the United States District Court for the Southern District of New York sitting shall be instituted solely in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Chancery Court of the State of New York sitting Delaware; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Borough Federal courts of Manhattan)the United States located in the State of Delaware, (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it, and (iii) agrees that a final judgment in any appellate court from such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any thereofother manner provided by Law; (b) consents agrees that service of all writs, process and summonses in any such suit, action or proceeding pursuant to Section 14.11(a) may be brought effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 14.7 (with copies to such other Persons as specified therein), such service to become effective thirty (30) days after such mailing, provided that nothing contained in such courts and this Section 14.11(b) shall affect the right of any party to serve process in any other manner permitted by Law; (c) (i) waives any objection that which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any court specified in Section 14.11(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court or that such action or proceeding was has been brought in an inconvenient court forum, and (iii) agrees not to plead or claim either of the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto;foregoing; and (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER IT MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY OF ANY ACTION DISPUTE ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT OR AND AGREES THAT ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONSUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Submission To Jurisdiction; Waivers. The Borrower hereby Each party hereto irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, party to the non-exclusive general jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting in New York County, the Borough courts of Manhattan), the United States of America for the Southern District of New York and any appellate court courts from any thereof; (b) consents that any such action or proceeding may shall be brought in such courts and 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 samesame or to commence or support any such action or proceeding in any other courts; (c) agrees that service of process in any such action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Person at its address set forth in Section 10.2(a) or on Schedule 13.2 at such other address of which the Administrative Agent shall have been notified pursuant theretoto Section 13.2; (d) agrees that nothing herein shall affect the right of the Administrative Agent, any Lender or another Secured Party to effect service of process in any other manner permitted by law or shall limit to commence legal proceedings or otherwise proceed against holdings or the right to xxx Borrower or any other Credit Party in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 13.13 any special, exemplary, punitive or consequential damages; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification obligations set forth in Section 13.5. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONHoldings and the Borrower hereby confirm that each Credit Party has irrevocably and unconditionally appointed the Borrower (or, if such entity ceases to be existing under the laws of the United States, any state or territory thereof or the District of Columbia, and each Credit Party does not appoint another Credit Party existing therein as such a substitute agent, CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10011) as its agent for service of process in any suit, action or proceeding with respect to the Credit Documents.

Submission To Jurisdiction; Waivers. The Borrower Each party to this Agreement hereby irrevocably and unconditionally: (a) submits for itself and its property in (i) agrees that any legal suit, action or proceeding relating instituted against it by any other party with respect to this Agreement may be instituted, and that any suit, action or proceeding by it against any other party with respect to this Agreement shall be instituted, only in the other Loan Documents to which it is a partycourts of the California, or federal courts sitting in California (and appellate courts from any of the foregoing) as the party instituting such suit, action or proceeding may in his or its sole discretion elect; (ii) consents and submits, for recognition himself or itself and enforcement of any judgment in respect thereofhis or its property, to the non-exclusive jurisdiction of the United States District Court such courts for the Southern District purpose of New York sitting any such suit, action or proceeding instituted against him or it by the other; and (iii) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Borough of Manhattan (judgment or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereofother manner provided by law; (b) consents agrees that service of all writs, process and summonses in any such suit, action or proceeding pursuant to Section 7.12(a) may be brought effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to you or the Company, as the case may be, at the addresses for notices pursuant to Section 7.5 hereof (with copies to such other persons as specified therein); provided, however, that nothing contained in such courts and this Section 7.12 shall affect the right of you or the Company to serve process in any other manner permitted by law; (c) (i) waives any objection that which he or it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any court specified in Section 7.12(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court or that such action or proceeding was has been brought in an inconvenient court forum and (iii) agrees not to plead or claim either of the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant theretoforegoing; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionWAIVES ANY RIGHT HE OR IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert he or it has or hereafter may acquire any right it may have to claim immunity from jurisdiction of any court or recover in from any legal action process (whether through service or proceeding relating notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to himself or itself, or his or its property, hereby irrevocably waives such immunity in respect of his Or its obligations with respect to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONAgreement.

Submission To Jurisdiction; Waivers. The (a) Each Borrower hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, and each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, provided that nothing in this Agreement shall affect any right that the Administrative Agent, any Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Borrower or its properties in the courts of any jurisdiction; (bii) consents that any such action or proceeding may be brought in such courts and 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; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Company or such Foreign Subsidiary Borrower, as the case may be, at its the address set forth specified in Section 10.2(a) 14.1, or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (b) Each Foreign Subsidiary Borrower hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in Section 16.3(a)(i) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of Company at its address for notices set forth in Section 14.1.

Submission To Jurisdiction; Waivers. The Each of the Administrative Agent, the Lenders, Holdings and each Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or or, if such court lacks courts lack subject matter jurisdiction, the Supreme Court courts of the State of New York sitting in the Borough of Manhattan), and appellate courts thereof; provided, that nothing contained herein or in any appellate court other Loan Document will prevent any Lender or the Administrative Agent from bringing any thereofaction to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower it at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or Section any other Loan Document any indirect, special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower (a) Each Guarantor hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Guarantee, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee against any Guarantor or its properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably and waives unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court. (c) agrees that Each party to this Guarantee irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 4.2. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) Each Guarantor waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property Each of the Parties agrees that irreparable damage would occur in the event that any legal action of the provisions of this Agreement were not performed in accordance with their specific terms or proceeding relating were otherwise breached. Subject to the prior exhaustion of the escalation provisions in Section ‎2.9, it is accordingly agreed that in addition to any other remedy available at Law or in equity, the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the other Loan Documents to which it is terms and provisions of this Agreement exclusively in a partystate or federal court located in the Borough of Manhattan, or for recognition and enforcement City of any judgment in respect thereofNew York. In addition, each of the Parties hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for Federal courts and the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting York, in each case located in the Borough of Manhattan), City of New York, for the purpose of any action or proceeding arising out of or relating to this Agreement, and any appellate court from any thereof; (b) consents each of the Parties hereby irrevocably agrees that any all claims in respect to such action or proceeding may be brought heard and determined exclusively in such courts and waives any objection New York state or federal court located in the Borough of Manhattan, City of New York. Each of the Parties agrees that it may now or hereafter have to the venue of a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court or that such other manner provided by Law. (b) Each of the Parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, relating to the Borrower at transactions contemplated by this Agreement, on behalf of itself or its address set forth property, by personal delivery of copies of such process to such Party. Nothing in this Section 10.2(a‎7.9(b) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of any Party to effect service of serve legal process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andLaw. (ec) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION, PROCEEDING OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR PROCEEDING OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER ACTIONS OF PURCHASER OR ITS PROPERTIES THE COMPANY IN THE COURTS OF ANY JURISDICTIONNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Designated Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT DESIGNATED AGENT, ANY LENDER OR ANY ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Each of Holdings and the Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property 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, any Lender or any Issuing Lender, any Related Party of any of the foregoing, in any legal action or proceeding way relating to this Agreement and the or any other Loan Documents to which it is Document or the transactions relating hereto or thereto, in a party, or for recognition and enforcement of any judgment in respect thereof, to forum other than the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting in New York County, and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction; (b) consents that any such action or proceeding may be brought in such courts and waives waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. 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 or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samecourt; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower it at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower (a) Each party hereto hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (bii) consents that any such action or proceeding may be brought in such courts and 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 forum and agrees not to plead or claim the same; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the applicable Borrower (or, in the case of any Foreign Subsidiary Borrower, as specified in paragraph (b)), the applicable Lender or the Administrative Agent, as the case may be, at its the address set forth specified in Section 10.2(a) subsection 11.2 or at such other address of which the Administrative Agent Agent, any such Lender and any such Borrower shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this subsection any consequential or punitive damages. (b) Upon any Foreign Subsidiary becoming a Foreign Subsidiary Borrower in accordance with subsection 11.1(b), such Foreign Subsidiary Borrower hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”), reasonably satisfactory to the Administrative Agent, as its agent to receive on behalf of such Foreign Subsidiary Borrower and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any such New York State or Federal court described in paragraph (a) of this subsection and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to the Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. In any such action or proceeding in such New York State or Federal court, such service may be made on such Foreign Subsidiary Borrower by delivering a copy of such process to such Foreign Subsidiary Borrower in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Foreign Subsidiary Borrower at its address specified in subsection 11.2 with (if applicable) a copy to the Parent Borrower (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each of the Foreign Subsidiary Borrowers hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each of the Foreign Subsidiary Borrowers irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies of such process to such Foreign Subsidiary Borrower by certified or registered air mail at its address specified in subsection 11.2. Each of the Foreign Subsidiary Borrowers agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) To the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement or and any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNote.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, party to the non-exclusive general jurisdiction of the United States District Court for courts of the Southern District Province of New York Ontario sitting in the Borough City of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereofToronto; (b) consents that any such action or proceeding may be brought in such courts and 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 forum and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower any party at its address set forth referred to in Section 10.2(a) subsection 9.2 or at such other address of which the ABL Collateral Agent and the Administrative Agent (in the case of any other party hereto) and the Parent Borrower (in the case of the ABL Collateral Agent and the Administrative Agent) shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject to clause (a) above) shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this subsection 9.12 any consequential or punitive damages. Each Canadian Granting Party hereby agrees that The Limitation of Civil Rights Act (Saskatchewan), The Land Contracts (Actions) Act (Saskatchewan) and Part IV (excepting only section 46) of The Saskatchewan Farm Security Act do not apply insofar as they relate to actions as defined in those Acts, or insofar as they relate to or affect this Agreement, the rights of the ABL Collateral Agent and the Secured Parties under this Agreement or any instrument, charge, security agreement or other Loan Document document of any specialnature that renews, exemplary, punitive extends or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONis collateral to this Agreement and such Canadian Granting Party hereby irrevocably and unconditionally waives any and all benefits and remedies provided thereunder.

Submission To Jurisdiction; Waivers. The Each of Holdings and the Borrower hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court from any thereof;, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower Borrower, as the case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby (i) Guarantor and, by its acceptance of this Guaranty, Purchaser, each irrevocably and unconditionally: unconditionally (aA) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the any United States District Court for the Southern District of Federal or New York State court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that such court, solely for the purpose of any such suit, action or proceeding may be brought to enforce its obligations under this Guaranty or relating in such courts any way to this Guaranty, the Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement and waives any objection that (B) waives, to the fullest extent it may now or hereafter have effectively do so, any defense of an inconvenient forum to the venue maintenance of any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (ii) To the extent that such action Guarantor has or proceeding was brought hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in an inconvenient court aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Guaranty or relating in any way to this Guaranty, the same;Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement. (ciii) Guarantor and, by its acceptance of this Guaranty, Purchaser, each hereby irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to it at its address specified herein. Guarantor and, by its acceptance of this Guaranty, Purchaser, each hereby agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth law. Nothing in Section 10.2(athis Article VI(e) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of Purchaser to effect service of serve legal process in any other manner permitted by law or law, and nothing in this Article VI(e) shall limit affect the right of Guarantor to xxx serve legal process in any other jurisdiction; andmanner permitted by law. (eiv) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION, PROCEEDING OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION COUNTERCLAIM ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER LOAN INSTRUMENT OR DOCUMENT AGAINST THE BORROWER DELIVERED HEREUNDER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHEREUNDER.

Submission To Jurisdiction; Waivers. The Each of Parent, Holdings and each Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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) in the case of each Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower hereby irrevocably designates Holdings (and Holdings hereby irrevocably accepts such designation) as its agent to receive service of process in any such action or proceeding, and agrees that such service upon Holdings shall be effective whether or not Holdings shall inform such Foreign Subsidiary Borrower thereof; (d) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Parent or Holdings, as the case may be, (and, in the case of any Foreign Subsidiary Borrower, to such Foreign Subsidiary Borrower c/o Holdings) at its address set forth in Section 10.2(a) 13.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (de) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by Applicable Laws, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Laws. Nothing in this Agreement or any other Credit Document or otherwise shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment; (b) consents that any such action or proceeding may shall be brought in such courts courts, and waives agrees not to plead or claim and waives, to the fullest extent permitted by Applicable Laws, any objection that it may now or hereafter have to the venue of any such action or proceeding arising out of or relating to this Agreement or any other Credit Document in any such court or that referred to in Section 12.13(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 was brought in an inconvenient court and agrees not to plead or claim the sameany such court; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower applicable party at its respective address set forth in Section 10.2(a) Schedule 12.02 or on Schedule 1.01 or at such other address of which the Administrative Agent Agents shall have been notified pursuant thereto; (d) agrees that nothing herein shall . Nothing in this Agreement or any other Credit Document will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit Applicable Law; (d) waives, to the right to xxx maximum extent not prohibited by law, all rights of rescission, setoff, counterclaims, and other defenses in any other jurisdictionconnection with the repayment of the Obligations; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 12.13 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party to this Agreement hereby irrevocably and unconditionally: (a) submits for itself and its property 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, in any legal action or proceeding way relating to this Agreement and the or any other Loan Documents to which it is Document or the transactions relating hereto or thereto, in a party, or for recognition and enforcement of any judgment in respect thereof, to forum other than the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court courts of the State of New York sitting in New York County, and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or any other Loan Document shall affect (i) any right that any Agent may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document in any other jurisdiction to realize on the Collateral or any other security for the Secured Obligations or to enforce a judgment or other court order in favor of the Collateral Agent or the Administrative Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment or (iii) if all such New York courts decline jurisdiction over any Person or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding from being brought with respect thereto in another court having jurisdiction; (b) consents that any such action or proceeding may be brought in such courts and waives waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (a) of this Section 10.12. 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 or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samecourt; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower it at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Each of the Parent Guarantors, each of the Subsidiary Guarantors and the Borrower each hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a partyAmendment, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, New York, New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court courts from any thereof; (b) consents and agrees that any such action or proceeding arising out of or relating to this Amendment or any other Credit Document may be brought in such courts any court referred to in paragraph (a) of this Section 15 and waives any objection that it may now or hereafter have to the laying of 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) 13.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 15 any special, indirect, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONEach of the parties hereto agrees that a final judgment in any such action or proceeding arising out of or relating to this Amendment and brought in any court referred to in paragraph (a) of this Section 15 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission To Jurisdiction; Waivers. The Borrower (a) Each party hereto hereby irrevocably and unconditionally: (ai) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York sitting in New York County, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such courts New York State or, to the extent permitted by law, in such Federal court; provided, that nothing contained herein or in any other Loan Document will prevent any Lender, the Collateral Agent or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established; (ii) waives, to the fullest extent it may legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any such court or that such action or proceeding was brought referred to in an inconvenient court and agrees not to plead or claim the sameparagraph (i) of this Section 16.3; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth specified in Section 10.2(a14.1, or (in the case of the Company) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdictionjurisdiction in which the defendant is domiciled; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. (b) Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party or the property thereof in the courts of any jurisdiction where such party is domiciled. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Subsidiary hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in Section 16.3(a)(i) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of the Company at its address for notices set forth in Section 14.1.

Submission To Jurisdiction; Waivers. The Borrower (a) Each party hereto hereby irrevocably and unconditionally: (ai) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Bankruptcy Court for and, if the Southern District of New York sitting in the Borough of Manhattan (Bankruptcy Court does not have, or if such court lacks subject matter abstains from jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York sitting in New York County, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such courts New York State or, to the extent permitted by law, in such Federal court; provided, that nothing contained herein or in any other Loan Document will prevent any Lender, the Collateral Agent or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established; (ii) waives, to the fullest extent it may legally and waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any such court or that such action or proceeding was brought referred to in an inconvenient court and agrees not to plead or claim the sameparagraph (i) of this Section 16.3; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth specified in Section 10.2(a14.1, or (in the case of the Company) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdictionjurisdiction in which the defendant is domiciled; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. (b) Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party or the property thereof in the courts of any jurisdiction where such party is domiciled. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Subsidiary hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in Section 16.3(a)(i) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of the Company at its address for notices set forth in Section 14.1.

Submission To Jurisdiction; Waivers. The Borrower (a) Each ABL Secured Party, each Indenture Secured Party and each Grantor hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any ABL Secured Party or Indenture Secured Party may otherwise have to bring any action or proceeding against any Grantor or its properties in the courts of any jurisdiction. (b) Each ABL Secured Party, each Indenture Secured Party and waives each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of 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;proceeding. (c) agrees that Each party to this Agreement irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 11.7. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damagesWAIVER OF JURY TRIAL. NOTHING IN THIS AGREEMENT OR EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST OF THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTRANSACTIONS CONTEMPLATED HEREIN.

Submission To Jurisdiction; Waivers. The Borrower (a) Each of the parties hereto hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be brought enforced in such courts other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, any Agent or Lender may bring an action or proceeding in a jurisdiction where Collateral is located. (b) Each of the parties hereto hereby irrevocably and waives unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court. (c) agrees that Each of the parties hereto irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (the manner provided for notices in Section 9.2. Nothing in this Agreement or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall Loan Document will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each of the Credit Parties and the Agent and each Lender hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to or arising out of this Agreement and Agreement, or the other Loan Documents to which it is a partyconduct of any party with respect thereto, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives to the fullest extent permitted by law 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and; (d) agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (e) waives, to the maximum extent not prohibited by applicable law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 10.12 (Submission to Jurisdiction; Waivers) any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; and (f) to the extent that it has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from the jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and the other Transaction Documents to which it is a party.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself Each of Regis, Alberto-Culver, Spinco, Merger Sub and its property in Subco irrevocably agrees that any legal action or proceeding relating with respect to this Agreement and Agreement, the other Loan Documents to which it is a partytransactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in the Borough of Manhattan (any federal or if such state court lacks subject matter jurisdiction, the Supreme Court of located in the State of New York sitting in the Borough of Manhattan)Delaware, and any appellate court from any thereof; (b) consents that each of Regis, Alberto-Culver, Spinco, Merger Sub and Subco hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. (b) Each of Regis, Alberto-Culver, Spinco, Merger Sub and Subco hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives any objection that it may now or hereafter have (iii) to the venue of any such fullest extent permitted by Applicable Laws, that (A) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (B) the same; (c) agrees that service venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damagescourts. NOTHING IN EACH PARTY FURTHER ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER SUCH PARTY MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR PROCEEDING INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER PARTY HAS REPRESENTED, EXPRESSLY OR ITS PROPERTIES OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE COURTS EVENT OF ANY JURISDICTIONLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

Submission To Jurisdiction; Waivers. The Borrower hereby (i) Guarantor irrevocably and unconditionally: unconditionally (aA) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the any United States District Court for the Southern District of Federal or New York State court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that such court, solely for the purpose of any such suit, action or proceeding may be brought to enforce its obligations under this Guaranty or relating in such courts any way to this Guaranty, the Repurchase Agreement or the Transaction and waives any objection that (B) waives, to the fullest extent it may now or hereafter have effectively do so, any defense of an inconvenient forum to the venue maintenance of any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (ii) To the extent that such action Guarantor has or proceeding was brought hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in an inconvenient court aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Guaranty or relating in any way to this Guaranty, the same;Repurchase Agreement or the Transaction. (ciii) Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consents to the service of any summons and complaint and any other process by the mailing of copies of such process to it at its address specified herein. Guarantor hereby agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth law. Nothing in Section 10.2(athis Article VII(d) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of Buyer to effect service of serve legal process in any other manner permitted by law or shall limit affect the right of Buyer to xxx bring any action or proceeding against Guarantor or its property in the courts of other jurisdictions, and nothing in this Article VII(d) shall affect the right of Guarantor to serve legal process in any other jurisdiction; and (e) waives, manner permitted by law or affect the right of Guarantor to the maximum extent not prohibited by law, and agrees not to assert bring any right it may have to claim or recover in any legal action or proceeding relating to this Agreement against Buyer or any its property in the courts of other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR jurisdictions. (iv) GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION, PROCEEDING OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION COUNTERCLAIM ARISING OUT OF OR PROCEEDING RELATING TO THIS AGREEMENT GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER LOAN INSTRUMENT OR DOCUMENT AGAINST THE BORROWER DELIVERED HEREUNDER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHEREUNDER.

Submission To Jurisdiction; Waivers. The Borrower hereby Controlling Authorized Representative and each other Authorized Representative, on behalf of itself and the First-Priority Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (a) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of any federal or state court located in the United States District Court for borough of Manhattan in the Southern District City of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement and the First-Priority Collateral Documents, or for recognition or enforcement of any judgment, and each of such parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such courts New York State or, to the extent permitted by law, in such federal court. Each of such parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and waives may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (b) waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the First Priority Collateral Documents in any court referred to in clause (a) of this Section 5.08. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samecourt; (c) agrees that consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) 5.01 and agrees that nothing herein shall in this Agreement or any of the First Priority Collateral Documents will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (ed) waives, and none of parties hereto shall assert, to the maximum extent not prohibited permitted by applicable law, any claim against any such party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the First Priority Collateral Documents or any agreement or instrument contemplated hereby, provided, that nothing contained in this sentence shall limit the parties’ indemnification obligations to the extent such special, indirect, consequential and agrees not to assert any right it may have to claim or recover punitive damages are included in any legal action or proceeding relating third party claim in connection with which any indemnitee is entitled to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONindemnification hereunder.

Submission To Jurisdiction; Waivers. The Borrower (a) Each party hereto hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the any United States District Federal Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)or New York state court, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought in such courts heard and waives any objection that it may now or hereafter have to the venue of any such action or proceeding determined in any such court United States Federal Court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim New York state court. Each of the same; (c) parties hereto agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited provided by law, and agrees not to assert . Nothing in this Agreement shall affect any right it that any First Lien Secured Party may otherwise have to claim or recover in bring any legal action or proceeding relating to this Agreement or any First Lien Documents against the Borrower or any other Loan Document Credit Party or its properties in the courts with subject matter jurisdiction of any other jurisdiction. (b) The Borrower, each other Credit Party and the Second Lien Secured Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so (x) any objection they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (y) the defense of an inconvenient forum to the maintenance of such action or proceeding. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) Each party hereto knowingly, voluntarily and intentionally waives any right any of them may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement or any of the transactions contemplated by this Agreement or any course of conduct, dealing, statements (whether oral or written) or action of any of them. None of the parties hereto shall seek, and to the maximum extent permitted by law waives any claim for, any special, exemplary, punitive or consequential damages or damages other than, or in addition to, actual damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNone of the parties hereto shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any respect or relinquished by any of the parties hereto except by a written instrument executed by all of them.

Submission To Jurisdiction; Waivers. The Borrower Guarantor hereby irrevocably and unconditionally: (a) submits Submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, or for the recognition or enforcement of any judgment, and irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty shall affect any right that the Administrative Agent or any Benefited Lender may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the courts of any jurisdiction; (b) consents Agrees that any such action action, suit or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action action, suit or proceeding in any such court or that such action action, suit or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that Consents to the service of any and all process in any such action or proceeding may be effected by the mailing a copy thereof of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, or by courier delivery to the Borrower Guarantor (at its address as set forth in Section 10.2(a) on Exhibit A hereto or at such other address of which the Administrative Agent shall have been notified pursuant theretoto Section 6 hereof) and waives any objection that the Guarantor may now or hereafter have to contest service of process if it is made in accordance with this Section 9(c); (d) agrees To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it waives such immunity in respect of its obligations under this Guaranty; (e) Agrees that nothing herein shall affect the right of the Administrative Agent to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction, including, without limitation, the courts of Israel; and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert Waives any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower (a) Each Guarantor hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Guarantee, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee against any Guarantor or its properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably and waives unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court. (c) agrees that Each party to this Guarantee irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 4.2. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) Each Guarantor waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby ----------------------------------- irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment judgement in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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) designates and appoints Corporation Service Company, with offices at 000 Xxxxxx Xxxxxx, New York, New York 10014, as agent to receive for and on behalf of the Borrower service of process in New York. In the event that C T Corporation System resigns or ceases to serve as the Borrower's agent for service of process hereunder, the Borrower agrees forthwith (i) to designate another agent for service of process in the State of New York and (ii) to give prompt written notice to the Administrative Agent of the name and address of such agent. In addition, the Borrower agrees that service of process in any such action or proceeding may also be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower it at its address set forth in Section 10.2(a) 11.2 or at such other address of which the ------------ Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 11.12 any special, exemplary, punitive or consequential ------------- damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.103

Submission To Jurisdiction; Waivers. The Borrower (a) Each Guarantor hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and Guaranty or the other Loan Documents to which it is a partyTransaction Documents, or for recognition and enforcement of any judgment in respect thereof, thereof to the non-exclusive general jurisdiction of the courts of the Commonwealth of Pennsylvania, the courts of the United States District Court of America for the Southern Eastern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)Pennsylvania, and any appellate court courts from any thereof; (bii) consents that any such action or proceeding may be brought in such courts courts, and waives to the extent permitted by applicable law 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 agree not to plead or claim the same; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower it at its address set forth in Section 10.2(a) on the signature page hereto or at such other address of which the Administrative Agent Lender shall have been notified pursuant theretonotified; (div) waives and hereby acknowledges that it is estopped from raising any objection based on forum non conveniens, any claim that any of the above-referenced courts lack proper venue or any objection that any of such courts lack personal jurisdiction over it so as to prohibit such courts from adjudicating any issues raised in a complaint filed with such courts against such Guarantor this Guaranty or the other Transaction Documents; (v) acknowledges and agree that the choice of forum contained in this Section 16 shall not be deemed to preclude the enforcement of any judgment obtained in any forum or the taking of any action under this Guaranty or any other Transaction Documents to enforce the same in any appropriate jurisdiction; (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages; and (vii) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and. (eb) waives, to the maximum extent not prohibited Each Guarantor hereby unconditionally waives trial by law, and agrees not to assert any right it may have to claim or recover jury in any legal action or proceeding relating to this Agreement Guaranty or any other Loan Transaction Document and for any specialmandatory counterclaim therein, exemplaryincluding without limitation any action or proceeding referred to in paragraph (a) above. Each Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, punitive including the waiver of jury trial and confession of judgment, and has been advised by counsel as necessary or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONappropriate.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)County, and any appellate court courts from any thereof;thereof; (bii) consents that any such action or proceeding may be brought in such courts and 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;same; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, as the Borrower case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent other parties shall have been notified pursuant thereto;thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sxx in any other jurisdiction; jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNothing in this Agreement or in any other Loan Document shall (i) affect any right each party hereto may otherwise have to enforce any judgment in any action or proceeding relating to this Agreement in the courts of any jurisdiction, (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The (a) Each of the Borrower and the Lender hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents Operative Agreements to which it is a party, or for recognition and enforcement of any judgment in respect thereof, party to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court Courts of the State of New York sitting in the Borough City of Manhattan)New York, the courts of the United States of America for the Southern District of New York, and any appellate court courts from any thereof; (bii) consents agrees that any such suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in such courts and waives any objection that it may now or hereafter have to the jurisdiction or venue of any such action or proceeding in any such court or that 37 such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samesame by way of motion as a defense or otherwise; (iii) agrees that nothing herein shall affect the right to effect service of process in any manner permitted by law in addition to the provisions of Section 9.11(b); (iv) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby any special, exemplary, punitive or consequential damages; and (v) agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Lender hereby irrevocably and unconditionally appoints, at the Borrower's expense, National Registered Agents, Inc. (the "LENDER PROCESS AGENT"), located at 000 0xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on behalf of the Lender and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any court of the State of New York sitting in the City of New York or court of the United States of America for the Southern District of New York and, if for any reason such Lender Process Agent (or any successor Lender Process Agent) is unable to act as such, will promptly notify the Borrower and will within 30 days appoint a successor Lender Process Agent in the City of New York (which successor Lender Process Agent shall accept such appointment in a writing reasonably satisfactory to the Borrower prior to the termination for any reason of the appointment of the predecessor Lender Process Agent). In any action or proceeding in any court of the State of New York sitting in the City of New York or court of the United States of America for the Southern District of New York, such service may be made on the Lender by delivering a copy of such process to the Lender in care of the appropriate Lender Process Agent at such Lender Process Agent's address. The Lender hereby also irrevocably and unconditionally authorizes and directs such Lender Process Agent to accept such service on its behalf. (c) The Borrower hereby irrevocably and unconditionally agrees that service of process upon it in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) 9.2 hereof or at such other address of which the Administrative Agent Lender shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Each Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a partyAgreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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) in the case of each Subsidiary Borrower, designates and directs IBM at its offices at One New Orchard Road, Armonk, New York, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in paragraph (a) of this Section 11.17 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of IBM to give any notice of such service to any such party shall not affect or impair in any way the validity of such service or of any judgment rendered in any action or proceeding based thereon; (d) in the case of each Subsidiary Borrower, to the extent that such Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property or assets, waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement (it being understood that the waivers contained in this paragraph (d) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable and not subject to withdrawal for the purposes of such Act); (e) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the such Borrower at its address set forth referred to in Section 10.2(a) 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (df) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (eg) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each Pledgor hereby irrevocably and unconditionally: (a) submits Submits for itself and its property in any legal action action, suit or proceeding relating to this Pledge Agreement and the or any other Loan Documents Document 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 New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court from any courts thereof; (b) consents Agrees that any such action action, suit or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action action, suit or proceeding in any such court or that such action action, suit or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that Irrevocably consents to the service of any and all process in any such action action, suit or proceeding may be effected by the mailing a copy thereof of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Pledgor, at its address set forth in Section 10.2(a) 11 hereof or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees To the extent that such Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Pledgor hereby irrevocably waives such immunity in respect of its obligations under this Agreement; (e) Agrees that nothing herein shall affect the right of the Agent to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert Waives any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower (a) Each Loan Party hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Bankruptcy Court for and, if the Southern District Bankruptcy Court does not have (or abstains from) jurisdiction, to the non-exclusive general jurisdiction of any State or Federal court of competent jurisdiction sitting in New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdictionCounty, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereofYork; (bii) consents that any such action or proceeding may be brought in such courts and 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; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Loan Party at its address set forth in Section 10.2(a) 12.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (b) Each of the Administrative Agent and each Lender hereby irrevocably and unconditionally (i) submits itself and its property in any legal action or proceeding arising as a result of a Debtor’s enforcement of the provisions contained in Section 12.14, to the exclusive general jurisdiction of the Bankruptcy Court, (ii) consents to the actions referred to in Section 12.14 being brought in such court and waives any objection that it may have 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, (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party in care of the Administrative Agent at its address set forth in Section 12.2 or at such other address of which the Borrower shall have been notified pursuant thereto and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction.

Submission To Jurisdiction; Waivers. The Borrower (a) Each Guarantor hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Guarantee, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee against any Guarantor or its properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably and waives unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;court. (c) agrees that Each party to this Guarantee irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 4.2. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) Each Guarantor waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (bii) consents that any such action or proceeding may be brought in such courts and 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; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Borrowers, the applicable Lender or the Administrative Agent, as the case may be, at its the address set forth specified in Section 10.2(a) subsection 15.2 or the signature pages hereof, or at such other address of which the Administrative Agent Agents and the Borrowers shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and; (ev) waives, to the maximum extent not prohibited permitted by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement subsection any punitive damages; and (vi) each Foreign Subsidiary Borrower hereby irrevocably appoints the U.S. Borrower as its agent for service of process in any proceeding referred to in subsection 15.13(a) and agrees that service of process in any such proceeding may be made by mailing or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONdelivering a copy thereof to it care of U.S. Borrower at its address for notice set forth in subsection 15.2.

Submission To Jurisdiction; Waivers. The Each of the Parent REIT and the Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Court for the Southern District Commercial Division of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County, the Borough courts of Manhattan)the United States of America for the Southern District of New York sitting in New York County, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Parent REIT or the Borrower, as the case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONFor avoidance of doubt, nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Lenders or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

Submission To Jurisdiction; Waivers. The Borrower Each Subsidiary Guarantor hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement non‑exclusive jurisdiction of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (State or if such federal court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and The City of New York, over any appellate court from suit, action or proceeding arising out of or relating to this Subsidiary Guaranty or any thereofother Note Document; (bii) consents waives and agrees not to assert, to the fullest extent permitted by applicable law, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such action or proceeding may be brought in such courts and waives court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the sameforum; (ciii) agrees agrees, to the fullest extent permitted by applicable law, that service a final judgment in any suit, action or proceeding of process the nature referred to in Section 18(i) hereof brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment; (iv) consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding may be effected of the nature referred to in Section 18(i) hereof by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Borrower it at its address set forth specified in Section 10.2(a) 18 of the Note Purchase Agreement or at such other address of which the Administrative Agent such holder shall then have been notified pursuant theretoto said Section; (dv) agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service; (vi) agrees that nothing herein in this Section 18 shall affect the right of any Noteholder to effect service of serve process in any other manner permitted by law law, or shall limit any right that the right holders of any of the Notes may have to xxx bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction; and (evii) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR WAIVES TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT ACTION BROUGHT ON OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING WITH RESPECT TO THIS AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER EXECUTED IN CONNECTION HEREWITH OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTHEREWITH.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself Each of the Company, Purchaser and its property in Merger Sub hereby irrevocably agrees that any legal action or proceeding relating with respect 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, hereof brought by another party hereto or its successors or assigns shall be brought and determined exclusively in any federal or state court of competent jurisdiction located in the Borough of Manhattan in the State of New York and each party hereto irrevocably consents to the non-exclusive jurisdiction of and venue in the United States District Court for the Southern District of New York sitting and in the Borough courts hearing appeals therefrom. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of Manhattan (motion, as a defense, counterclaim or if otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with Section 8.2 and Section 8.11(b) hereof, that its property is exempt or immune from jurisdiction of any such court lacks subject matter jurisdictionor from any legal process commenced in such courts (whether through service of notice, the Supreme Court attachment prior to judgment, attachment in aid of the State execution of New York sitting in the Borough judgment, execution of Manhattanjudgment or otherwise), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such fullest extent permitted by applicable law, that the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient forum, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court and agrees not having jurisdiction. Each party irrevocably consents to plead or claim the same; (c) agrees that service of process out of any of the aforementioned courts in any such action or proceeding may be effected by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail)airmail, postage prepaid, to the Borrower such party at its address set forth in Section 10.2(a) or at this Agreement, such other address service of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any party to effect service of serve process in any other manner permitted by law or shall limit to commence legal proceedings or otherwise proceed against the right to xxx other party in any other jurisdiction; andjurisdiction in which the other party in any other jurisdiction in which the other party may be subject to suit. (eb) waivesEach of Company, to the maximum extent not prohibited by law, Purchaser and Merger Sub hereby agrees not to assert that mailing of process or other papers in connection with any right it may have to claim or recover in any legal such action or proceeding relating to this Agreement in the manner provided in Section 8.2 or any in such other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONmanner as may be permitted by applicable law shall be valid and sufficient service thereof.

Submission To Jurisdiction; Waivers. The Borrower Each Subsidiary Guarantor hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of any New York sitting in the Borough of Manhattan (State or if such federal court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and The City of New York, over any appellate court from suit, action or proceeding arising out of or relating to this Subsidiary Guaranty or any thereofother Note Document; (bii) consents waives and agrees not to assert, to the fullest extent permitted by applicable law, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such action or proceeding may be brought in such courts and waives court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the sameforum; (ciii) agrees agrees, to the fullest extent permitted by applicable law, that service a final judgment in any suit, action or proceeding of process the nature referred to in Section 18(i) hereof brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment; (iv) consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding may be effected of the nature referred to in Section 18(i) hereof by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Borrower it at its address set forth specified in Section 10.2(a) 18 of the Note Purchase Agreement or at such other address of which the Administrative Agent such holder shall then have been notified pursuant theretoto said Section; (dv) agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service; (vi) agrees that nothing herein in this Section 18 shall affect the right of any Noteholder to effect service of serve process in any other manner permitted by law law, or shall limit any right that the right holders of any of the Notes may have to xxx bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction; and (evii) waives, to the maximum extent not prohibited waives trial by law, and agrees not to assert any right it may have to claim or recover jury in any legal action brought on or proceeding relating with respect to this Agreement Agreement, the Notes or any other Loan Document any special, exemplary, punitive document executed in connection herewith or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONtherewith.

Submission To Jurisdiction; Waivers. The Borrower (a) Each ABL Secured Party, each Term Loan Secured Party and each Loan Party hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any ABL Secured Party or Term Loan Secured Party may otherwise have to bring any action or proceeding against any Loan Party or its properties in the courts of any jurisdiction. (b) Each ABL Secured Party, each Term Loan Secured Party and waives each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of 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;proceeding. (c) agrees that Each party to this Agreement irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 9.7. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damagesWAIVER OF JURY TRIAL. NOTHING IN THIS AGREEMENT OR EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST OF THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONTRANSACTIONS CONTEMPLATED HEREIN.

Submission To Jurisdiction; Waivers. The Each Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Credit 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 New York, the courts of the United States District Court of America for the Southern District of New York sitting and appellate courts from any thereof (provided that the Agents and Lenders reserve the right to bring proceedings against any Credit Party in the Borough courts of Manhattan (any other jurisdiction in connection with the exercise of any rights under any Security Document or if such court lacks subject matter jurisdiction, the Supreme Court enforcement of the State of New York sitting in the Borough of Manhattanany judgment), and any appellate court from any thereof; (b) consents that any such action or proceeding may shall be brought solely in such courts (provided that the Agents and Lenders reserve the right to bring proceedings against any Credit Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment) and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Person at its address set forth in Section 10.2(a) on Schedule 14.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretoto Section 14.2; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and; (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 14.13 any special, exemplary, punitive or consequential damages; and (f) hereby irrevocably designates, appoints and empowers the Parent Borrower, in the case of any suit, action or proceeding, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Credit Document. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONSuch service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Parent Borrower at the Parent Borrower’s address set forth on Schedule 14.2 or at such other address of which the Administrative Agent shall have been notified pursuant to Section 14.2, and such Person hereby irrevocably authorizes and directs the Parent Borrower to accept such service on its behalf. Each Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission To Jurisdiction; Waivers. The Borrower (a) Each Revolving Facility Secured Party, each Term Facility Secured Party and each Loan Party hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereofproperty, to the non-exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and of the Borough United States District Court of Manhattan)the Southern District of New York, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in such New York State or, to the extent permitted by law, such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any Revolving Facility Secured Party or Term Facility Secured Party may otherwise have to bring any action or proceeding against any Loan Party or its properties in the courts of any jurisdiction. (b) Each Revolving Facility Secured Party, each Term Facility Secured Party and waives each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of 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;proceeding. (c) agrees that Each party to this Agreement irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 9.7. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower hereby Each party hereto irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York York, in each case sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting City in the Borough of Manhattan), and any appellate court courts from any thereof; (b) consents that any such action or proceeding may shall be brought in such courts and 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 samesame or to commence or support any such action or proceeding in any other courts; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Person at its address set forth in Section 10.2(a) or on Schedule 13.2 hereto at such other address of which the Administrative Agent shall have been notified pursuant theretoto Section 13.2 hereto and each Loan Party that is organized under the laws of a jurisdiction outside the United States hereby appoints the Borrower as its agent for service of process in any matter related to this Agreement or the other Loan Documents; (d) agrees that nothing herein shall affect the right of the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party to effect service of process in any other manner permitted by law Requirements of Law or shall limit the right to xxx or to commence legal proceedings or otherwise proceed against the Borrower or any other Loan Party in any other jurisdiction; and; (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 13.13 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; provided, that nothing in this clause (e) shall limit the Loan Parties’ indemnification obligations set forth in Section 13.5; and (f) agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission To Jurisdiction; Waivers. The Borrower (a) Each of the Debtors hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a partyAgreement, or for recognition and enforcement of any judgment in respect thereof, thereof to the non-exclusive jurisdiction of the courts of Xxxxxxxxxx County, Commonwealth of Pennsylvania, the courts of the United States District Court of America for the Southern Eastern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)Pennsylvania, and any appellate court courts from any thereof; (bii) consents that any such action or proceeding may shall be brought in such courts courts, and waives (to the extent permitted by applicable law) 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; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) the Purchase Agreement or at such other address of which the Administrative Agent Lender shall have been notified pursuant theretonotified; (div) waives and hereby acknowledges that it is estopped from raising any objections based on forum non conveniens, any claim that any of the above-referenced courts lack proper venue or any objection that any of such courts lack personal jurisdiction over it so as to prohibit such courts from adjudicating any issues raised in a complaint filed with such courts against it concerning this Agreement; (v) acknowledges and agrees that the choice of forum contained in this paragraph shall not be deemed to preclude the enforcement of any judgment contained in any forum or the taking of any action under this Agreement to enforce the same in any appropriate jurisdiction; (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary or punitive or consequential damages; and (vii) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and. (eb) waives, to Each of the maximum extent not prohibited Debtors hereby unconditionally waives trial by law, and agrees not to assert any right it may have to claim or recover jury in any legal action or proceeding relating referred to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONin paragraph (a) above.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself Each of the Company, Parent and its property in Merger Sub irrevocably agrees that any legal action action, suit or proceeding arising out of or relating to this Agreement and or any of the other Loan Documents to which it is a party, Transactions or for recognition and enforcement of any judgment in respect thereof, to hereof or thereof brought by any party hereto or its successors or permitted assigns shall be brought and determined in the non-exclusive jurisdiction Court of Common Pleas of Allegheny County in the Commonwealth of Pennsylvania or in the United States District Court for in the Southern Western District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdictionPennsylvania, the Supreme Court and each of the State of New York sitting in the Borough of Manhattan)Company, Parent and any appellate court from any thereof; (b) consents that Merger Sub hereby irrevocably submits with regard to any such action action, suit or proceeding may be brought for itself and in such courts respect to its property, generally and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidunconditionally, to the Borrower at its address set forth in Section 10.2(a) or at such other address jurisdiction of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect aforesaid courts. Each of the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) Company, Parent and Merger Sub hereby irrevocably waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim assert, by way of motion, as a defense or recover counterclaim or otherwise, in any such action, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of either such court or from any legal action process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable Law, that (x) such action, suit or proceeding relating to in either such court is brought in an inconvenient forum, (y) the venue of such action, suit or proceeding is improper and (iv) this Agreement Agreement, the Transactions or any other Loan Document any specialthe subject matter hereof or thereof, exemplary, punitive may not be enforced in or consequential damages. NOTHING IN by such courts. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER IT MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER LOAN DOCUMENT AGAINST PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE BORROWER OR ITS PROPERTIES FOREGOING WAIVER IN THE COURTS EVENT OF ANY JURISDICTIONSUCH LEGAL ACTION, SUIT OR PROCEEDING, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12(b).

Submission To Jurisdiction; Waivers. The Borrower hereby Company and each of the Shareholders irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, consents to the non-exclusive jurisdiction of and venue 49 45 in the United States District Court for the Southern District of New York sitting and in the Borough of Manhattan (or if such court lacks courts hearing appeals therefrom unless no federal subject matter jurisdictionjurisdiction exists, in which event, the Company and each of the Shareholders irrevocably consents to the exclusive jurisdiction and venue in the Supreme Court of the State of New York, New York sitting County, and in the Borough courts hearing appeals therefrom, for the resolution of Manhattanany dispute, action, suit or proceeding arising out of or relating to this Agreement. The Company and each of the Shareholders hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section, that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such fullest extent permitted by applicable law, that the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. The Company and agrees not each of the Shareholders hereby respectively appoints Cravath, Swaine & Moorx xxx Simpxxx Xxxxxxx & Xartxxxx xx their respective offices in New York, New York (each a "Process Agent"), as the designees, appointees and agents of the Company and the Shareholders, respectively, to plead or claim the same; (c) agrees that receive, for and on such parties' behalf, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the applicable Process Agent; provided, that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided in Section 10.01. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that it will at all times have an 50 46 agent for service of process for the above purposes in New York, New York. The Company and each of the Shareholders further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding may be effected by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail)airmail, postage prepaid, to the Borrower such party at its address set forth in Section 10.2(a) or at this Agreement, such other address service of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to effect service of serve process in any other manner permitted by law law. The Company and each of the Shareholders expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section is solely for the purpose referred to in this Section and shall not be deemed to be a general submission to said courts or shall limit in the right to xxx in any State of New York other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONthan for such purpose.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) subsection 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right of Agent or any Lender to xxx bring proceedings against Borrower in the courts of any other jurisdiction having jurisdiction; (e) agrees that any judicial proceedings against Agent or any Lender involving, directly or indirectly, the Loan Obligations, any Loan Document or any related agreement shall be brought only in courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; and (ef) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower (a) Each of the parties hereto hereby irrevocably and unconditionally: (a) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of of: (i) the United States District Court for the Southern District of New York or of any New York State court (in either case sitting in Manhattan, New York City) and (ii) the Borough courts of Manhattan (its own corporate domicile, in each case with all applicable courts of appeal therefrom, with respect to actions brought against it as a defendant for purposes of all legal proceedings arising out of or if such court lacks subject matter relating to this Agreement or the transactions contemplated hereby; provided that nothing herein shall be deemed to limit the ability of any party to this Agreement to bring suit against any other party to this Agreement in any other permissible jurisdiction, the Supreme Court . Each of the State of New York sitting in parties hereto hereby irrevocably waives, to the Borough of Manhattan)fullest extent permitted by Applicable Law, and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the laying of the venue of any such action or proceeding brought in such a court, any claim that any such proceeding brought in such a court or that such action or proceeding was has been brought in an inconvenient court forum and agrees not to plead any objection based on place of residence or claim the same;domicile. (cb) The SPC and the Servicer each irrevocably appoint CT Corporation System, with offices at the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in any United States District Court or New York State court (in either case sitting in Manhattan, New York City) (each, a “Designated Court”). Each of the SPC and the Servicer agrees that service of process in respect of it upon such agent, together with written notice of such service sent to it in the manner provided in Section 5.8, shall be deemed to be effective service of process upon it in any such action action, suit or proceeding may and the Servicer agrees, accepts and recognizes that it will not be effected able to claim or invoke under any enforcement proceeding, either in the United Sates or in Jamaica, that any default judgment was rendered against it merely by mailing its non-appearance in a copy thereof by registered Designated Court. Each of the SPC and the Servicer agrees that the failure of such agent to give notice to it of any such service of process shall not impair or certified mail (affect the validity of such service or any substantially similar form judgment rendered in any action, suit or proceeding based thereon. If for any reason either such agent shall cease to be available to act as such (including by reason of mailthe failure of such agent to maintain an office in New York City), postage prepaidthen each of the SPC and the Servicer, as the case may be, agrees to designate a new agent in New York City on the Borrower at its address set forth in Section 10.2(a) or at such other address terms and for the purposes of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing this Section. Nothing herein shall affect in any way be deemed to limit the right ability of the Servicer or the SPC to effect service of serve any such legal process in any other manner permitted by law Applicable Law or shall limit to obtain jurisdiction over the right other party or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (c) To the extent that the Servicer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to xxx judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by Applicable Law, such immunity in respect of its obligations under this Agreement. (d) The Servicer irrevocably waives, to the fullest extent permitted by Applicable Law, any claim that any action or proceeding commenced by the SPC or the Indenture Trustee relating in any other jurisdiction; andway to this Agreement should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Servicer relating in any way to this Agreement whether or not commenced earlier. To the fullest extent permitted by Applicable Law, the Servicer shall take all measures necessary for any such action or proceeding commenced by the SPC or the Indenture Trustee to proceed to judgment before the entry of judgment in any such action or proceeding commenced by the Servicer. (e) waivesTo the extent that any party hereto may, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal suit, action or proceeding relating to this Agreement brought in Jamaica, the United States or in any other Loan Document jurisdiction arising out of or in connection with this Agreement, be entitled to the benefit of any specialprovisions of Applicable Law requiring any other Person in such suit, exemplaryaction or proceeding to post security for costs or to post a bond to take such action, punitive each party hereto hereby irrevocably waives any such benefit to the fullest extent now or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONhereafter permitted under Applicable Law.

Submission To Jurisdiction; Waivers. The Each of the Agents, Lenders, ABG, Holdings, the Borrower and the Subsidiary Borrowers hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the Borough of Manhattan, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to ABG, Holdings, the Borrower or the relevant Subsidiary Borrower, as the case may be, at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; provided, however, that nothing in this Section 10.12(e) shall limit or otherwise impair the obligations of the Borrower under Section 10.5.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdictionManhattan, in the Supreme Court of the State City of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof, to the extent such courts would have subject matter jurisdiction with respect thereto, and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or and waives any right to claim 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the Borrower case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to arising out of, in connection with, or as a result of, this Agreement or any other agreement or instrument contemplated hereby, the Transactions, any Loan Document or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONdamages against any Indemnitee.

Submission To Jurisdiction; Waivers. The Borrower Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally: (a) submits for itself and its property Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the courts of the State of New York, the courts of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof, and, to the extent necessary to enforce the Administrative Agent’s or the Lenders’ rights under the Security Documents, courts where Collateral may be located or deemed to be located; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower prepaid at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 10.12 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION; provided the waiver set forth in this clause (e) shall not affect or limit the Borrower’s obligations under Section 10.5.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits All judicial proceedings brought against any party to this Agreement with respect to this Agreement or any other Loan Document may be brought in any state or federal court of competent jurisdiction in New York, New York, and by execution and delivery of this Agreement, each party accepts, for itself and in connection with its property properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in any legal action or proceeding relating to connection with this Agreement and or any of the other Loan Documents to from which it no appeal has been taken or is a party, or for recognition and enforcement of any judgment in respect thereof, available. Each party irrevocably consents to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 of any of the aforementioned courts in any such action or proceeding may be effected by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its notice address specified on the Borrower at its address set forth in Section 10.2(asignature pages hereof, such service to become effective ten (10) or at days after such other address of which the Administrative Agent shall have been notified pursuant thereto; mailing. EACH LOAN PARTY, EACH ISSUING LENDER, THE ADMINISTRATIVE AGENT, AND EACH LENDER IRREVOCABLY WAIVES (dA) agrees that nothing TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the right to effect service of serve process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Lender or any Loan Party to xxx bring proceedings against any Loan Party in the courts of any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Borrower Each party hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Credit 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 New York, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in the case of each Credit Party party hereto (other than the Co-Borrower) appoints the Co-Borrower (the “Process Agent”) as its agent to receive on behalf of such Credit Party and its property service of copies of the summons and complaint and any other process which may be served by the Administrative Agent or any Lender or Letter of Credit Issuer in any such action or proceeding in any aforementioned court in respect of any action or proceeding arising out of or relating to this Agreement. Such service may be made by delivering a copy of such process to such Credit Party by courier and by certified mail (return receipt requested), fees and postage prepaid, both (i) in care of the Process Agent at the Process Agent’s address and (ii) at the relevant Credit Party’s address specified pursuant to Section 13.3, and each Credit Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower such Person at its address set forth in Section 10.2(a) or on Schedule 13.2 at such other address of which the Administrative Agent shall have been notified pursuant theretoto Section 13.3; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section 13.16 any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission To Jurisdiction; Waivers. The Each of the Parent REIT and the Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the United States District Court for the Southern District Commercial Division of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County, the Borough courts of Manhattan)the United States of America for the Southern District of New York sitting in New York County, and any appellate court courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Parent REIT or the Borrower, as the case may be at its address set forth in Section 10.2(a) 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document Section any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONFor avoidance of doubt, nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Lenders or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in Each of parties hereto irrevocably agrees that any legal action or proceeding relating with respect to this Agreement and Agreement, the other Loan Documents to which it is a partytransactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in the Borough of Manhattan (any federal or if such state court lacks subject matter jurisdiction, the Supreme Court of located in the State of New York sitting in the Borough of Manhattan)Delaware, and any appellate court from any thereof; (b) consents that each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. (b) Each of parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and waives any objection that it may now or hereafter have (iii) to the venue of any such fullest extent permitted by Applicable Laws, that (A) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (B) the same; (c) agrees that service venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating to this Agreement or any other Loan Document any special, exemplary, punitive or consequential damagescourts. NOTHING IN EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER SUCH PARTY MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR PROCEEDING INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR ITS PROPERTIES OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE COURTS EVENT OF ANY JURISDICTIONLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09.

Submission To Jurisdiction; Waivers. The Borrower (a) Each of the Company and the Foreign Subsidiary Borrowers hereby irrevocably and unconditionally: (ai) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States District Court of America for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)York, and any appellate court courts from any thereof; (bii) consents that any such action or proceeding may be brought in such courts and 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; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower Company or such Foreign Subsidiary Borrower, as the case may be, at its the address set forth specified in Section 10.2(a) 14.1, or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in sue xx any other jurisdiction; and (ev) waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim or recover in any legal action or proceeding relating referred to in this Agreement or any other Loan Document subsection any special, exemplary, punitive or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (b) Each Foreign Subsidiary Borrower hereby irrevocably appoints the Company as its agent for service of process in any proceeding referred to in Section 16.3(i) and agrees that service of process in any such proceeding may be made by mailing or delivering a copy thereof to it care of Company at its address for notices set forth in Section 14.1.

Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally: (a) submits for itself Each of the Company, Parent and its property in Merger Sub irrevocably agrees that any legal action action, suit or proceeding arising out of or relating to this Agreement and or any of the other Loan Documents to which it is a party, Transactions or for recognition and enforcement of any judgment in respect thereof, to hereof or thereof brought by any party hereto or its successors or permitted assigns shall be brought and determined in the non-exclusive jurisdiction Court of Common Pleas of Allegheny County in the Commonwealth of Pennsylvania or in the United States District Court for in the Southern Western District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdictionPennsylvania, the Supreme Court and each of the State of New York sitting in the Borough of Manhattan)Company, Parent and any appellate court from any thereof; (b) consents that Merger Sub hereby irrevocably submits with regard to any such action action, suit or proceeding may be brought for itself and in such courts respect to its property, generally and 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 in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidunconditionally, to the Borrower at its address set forth in Section 10.2(a) or at such other address jurisdiction of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect aforesaid courts. Each of the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) Company, Parent and Merger Sub hereby irrevocably waives, to the maximum extent not prohibited by law, and agrees not to assert any right it may have to claim assert, by way of motion, as a defense or recover counterclaim or otherwise, in any such action, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of either such court or from any legal action process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable Law, that (x) such action, suit or proceeding relating to in either such court is brought in an inconvenient forum, (y) the venue of such action, suit or proceeding is improper and (iv) this Agreement Agreement, the Transactions or any other Loan Document any specialthe subject matter hereof or thereof, exemplary, punitive may not be enforced in or consequential damages. NOTHING IN by such courts. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER IT MAY OTHERWISE HAVE TO BRING A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER LOAN DOCUMENT AGAINST PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE BORROWER OR ITS PROPERTIES FOREGOING WAIVER IN THE COURTS EVENT OF ANY JURISDICTIONSUCH LEGAL ACTION, SUIT OR PROCEEDING, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12(B).

Submission To Jurisdiction; Waivers. The Borrower (a) Each of Second Lien Trustee, for itself and each Second Lien Creditor, and First Lien Agent, for itself and each First Lien Creditor, hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself itself, the Second Lien Creditors, the First Lien Creditors and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereoftheir property, to the non-exclusive jurisdiction of the any United States District Federal Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan)or New York state court, and any appellate court from any thereof; (b) consents , in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in any such United States Federal Court or New York state court. Second Lien Trustee, First Lien Agent, each Second Lien Creditor and each First Lien Creditor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any First Lien Creditor or Second Lien Creditor may otherwise have to bring any action or proceeding relating to this Agreement, any First Lien Documents against any Loan Party or its properties, or any Second Lien Documents against any Loan Party or its properties in the courts with subject matter jurisdiction of any other jurisdiction. (b) Each Loan Party, the Second Lien Creditors and waives the First Lien Creditors hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so (x) any objection that it they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (y) the defense of an inconvenient forum to the maintenance of 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;proceeding. (c) agrees that Each party to this Agreement irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth manner provided for notices in Section 10.2(a) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall 9.7. Nothing in this Agreement will affect the right of any party to effect service of this Agreement to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; andlaw. (ed) waivesEach party hereto knowingly, to the maximum extent not prohibited by law, voluntarily and agrees not to assert intentionally waives any right it any of them may have to claim or recover a trial by jury in any legal action litigation based upon or proceeding relating to arising out of this Agreement or any related instrument or agreement or any of the transactions contemplated by this Agreement or any course of conduct, dealing, statements (whether oral or written) or action of any of them. None of the parties hereto shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other Loan Document action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any special, exemplary, punitive respect or consequential damages. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONrelinquished by any of the parties hereto except by a written instrument executed by all of them.