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

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each of the Borrower and/or any Borrowers and each other Credit Party and each other party hereto irrevocably and unconditionally submits, for itself and its property, with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought and all judicial proceedings in any state or federal court respect thereof to the exclusive jurisdiction of competent jurisdiction in the courts of the State of New YorkYork in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), and, by execution and delivery of this Credit Agreement, each of the Borrower Borrowers and the other Credit Parties (i) accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any person in any way relating to this Credit Agreement, any Note or any other Credit Document in any forum other than the Supreme Court of the State of New York in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, including any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial (i) Each of the parties hereto (1) agrees that any actions or proceedings brought against arising in connection with any dispute, controversy or claim arising under, relating to or in connection with this Agreement or the Borrower and/or transactions contemplated hereby (including any other Credit Party with respect to dispute or controversy regarding the existence, validity, enforceability or breach of this Agreement), any Note whether in contract, in tort or any of the other Credit Documents may otherwise, shall be brought brought, tried and determined only in any state or federal court of competent jurisdiction located in Tel Aviv-Jaffa, Israel; (2) irrevocably and unconditionally consents and submits itself and its properties and assets to the jurisdiction of any court located in Tel Aviv-Jaffa, Israel in the State event of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note such action or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably proceeding; (3) agrees that all service of process in it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail court; (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably 4) waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing venue of any such action or proceeding in any such jurisdictioncourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (5) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Nothing herein Each of the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (ii) Each of the parties hereto irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11(e) or in such other manner as may be permitted by applicable Law, and nothing in this Section 11(g) shall affect the right of any party to serve legal process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionapplicable Law.

Consent to Jurisdiction and Service of Process. All judicial proceedings Each of the parties hereto agree that any legal suit, action or proceeding brought against the Borrower and/or by any other Credit Party party to enforce any rights under or with respect to this AgreementIndenture, any Note Security, any Guarantee or any of other document or the other Credit Documents transactions contemplated hereby or thereby may be brought instituted in any state or federal court in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of competent jurisdiction in the State of New YorkAmerica, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, to the fullest extent permitted by law any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which such party or any successor thereof may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each such party hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law. The Issuer hereby appoints the Parent’s Corporate Secretary at the Parent’s principal executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as its agent to receive service of process or other legal summons for purposes of any suit, action or proceeding that may be instituted in any such jurisdiction. Nothing herein shall affect the right to serve process state or federal court in any other manner permitted by law or shall limit the right ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionAmerica.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state New York State or federal Federal court of the United States of America of competent jurisdiction sitting in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and each of the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the The Borrower and each of the other Credit Parties irrevocably agrees agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the The Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower Company and the other Credit Parties accepts, Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, any Note or any and such other Credit Document from which no appeal has been taken or is available. Each persons as may hereafter be selected by each of the Borrower Company and the other Credit Parties Operating Partnership irrevocably agrees that all agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower Company and the other Credit Parties Operating Partnership to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or proceeding the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against each of the Borrower or Company and the other Credit Parties Operating Partnership in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings Each of the Guarantor and the Company agrees that any legal suit, action or proceeding brought against the Borrower and/or by any other Credit Party party to enforce any rights under or with respect to this AgreementIndenture, any Note Security and any Guarantee or any of other document or the other Credit Documents transactions contemplated hereby or thereby may be brought instituted in any state or federal court in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of competent jurisdiction in the State of New YorkAmerica, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, to the fullest extent permitted by law any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The (i) Company hereby irrevocably and unconditionally designates and appoints Mallinckrodt Enterprises LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such jurisdictioncourt and agrees that service of process upon Mallinckrodt Enterprises LLC shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company, as the case may be and (ii) CIFSA hereby irrevocably and unconditionally designates and appoints Covidien Holdings Inc., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon Covidien Holdings Inc. shall be deemed in every respect effective service of process upon CIFSA in any such suit, action or proceeding and shall be taken and held to be valid personal service upon CIFSA, as the case may be. Said designation and appointment shall be irrevocable. Nothing herein in this Section 13.13 shall affect the right of the Holders to serve process in any other manner permitted by law or shall limit the right of any Lender the Holders to bring proceedings against the Borrower a Guarantor or the other Credit Parties Company in the court courts of any jurisdiction or jurisdictions. Each of CIFSA and the Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Securities are outstanding. Each of CIFSA and the Company hereby irrevocably and unconditionally authorizes and directs their respective authorized agents to accept such service on their behalf. If for any reason any authorized agent ceases to be available to act as such, CIFSA and/or the Company, as the case may be, agrees to designate a new agent in New York City. To the extent that a Guarantor or the Company has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdictionjurisdiction in which a Guarantor or the Company, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then each of the Guarantor and the Company hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the The Borrower and/or any and each other Credit Party and each other party hereto irrevocably and unconditionally submits, for itself and its property, with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought and all judicial proceedings in any state or federal court respect thereof to the exclusive jurisdiction of competent jurisdiction in the courts of the State of New YorkYork in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties (i) accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each ; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any person in any way relating to this Credit Agreement, any Note or any other Credit Document in any forum other than the Supreme Court of the State of New York in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, including any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or Any Action involving any other Credit Party with respect party to this Agreement arising out of or in any way relating to this Agreement, any Note including all disputes (whether in contract or any of the other Credit Documents in tort, in law or in equity, or granted by statute) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, shall be brought exclusively in any state or federal court the Court of competent jurisdiction in Chancery of the State of New YorkDelaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, andin which case, by execution the Superior Court of the State of Delaware (and delivery the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter) or, if the Superior Court of this Agreementthe State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”) and each of the Borrower and parties hereby submits to the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts Chosen Courts for the purpose of any such Action. Each party irrevocably and irrevocably unconditionally agrees not to be bound by assert (a) any final judgment rendered thereby objection which it may ever have to the laying of venue of any such Action in connection with this Agreementany Chosen Court, (b) any Note or claim that any other Credit Document from which no appeal such Action brought in any Chosen Court has been taken or brought in an inconvenient forum and (c) any claim that any Chosen Court does not have personal jurisdiction over any party with respect to such Action. To the extent that service of process by mail is available. Each of permitted by applicable Law, each party irrevocably consents to the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings Action in any such court may be effected courts by the mailing a copy thereof of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it signature pages hereto. The parties agree that any judgment entered by any Chosen Court may now or hereafter have to the bringing of any such action or proceeding be enforced in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other competent jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the courts of the State of New York, and, Texas and by execution and delivery of this Agreement, each of Agreement the Borrower and the other Credit Parties acceptsaccept, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any Each of the other Credit Documents Company and each Holder hereby irrevocably appoints the Corporation Trust Company, at its office at 1209 Orange Street, Wilmington, DE 19801, its lawful agent and attor▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ any and all process against it in any action, suit or proceeding arising in connection with this Agreement and upon whom such process may be brought in any state or federal court served, with the same effect as if such party were a resident of competent jurisdiction in the State of New YorkDelaware and had been lawfully served with such process in such jurisdiction, andand waives all claims of error by reason of such service, by execution provided that in the case of any service upon such agent and delivery attorney, the party effecting such service shall also deliver a copy thereof to each other party at the address and in the manner specified in Section 12.3. Each of this Agreementthe Company and each Holder will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, each of party will appoint a successor agent and attorney in Wilmington, Delaware, reasonably satisfactory to the Borrower and the other Credit Parties acceptsCompany, for itself and in connection with its properties, generally and unconditionally, like powers. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the aforesaid courts United States District Court for the District of Delaware or any court of the State of Delaware located in the City of Wilmington in any such action, suit or proceeding, and irrevocably agrees to that any such action, suit or proceeding shall be bound by brought only in such court (and waives any final judgment rendered thereby in connection with this Agreement, any Note objection based on forum non conveniens or any other Credit Document from which no appeal has been taken or objection to venue therein); provided, however, that such consent to jurisdiction is available. Each of solely for the Borrower purpose referred to in this Section 12.5 and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may shall not be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties deemed to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection a general submission to the laying jurisdiction of venue based on said courts or in the grounds State of forum non conveniens which it may now or hereafter have to the bringing of any Delaware other than for such action or proceeding in any such jurisdictionpurpose. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law or shall limit the right of to commence legal proceedings or otherwise proceed against any Lender to bring proceedings against the Borrower or the other Credit Parties party in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property in any other Credit Party with respect legal action or proceeding relating to this AgreementAircraft Security Agreement and the other Loan Documents to which it is a party, any Note or any to the exclusive jurisdiction of the other Credit Documents may be brought in any state or federal court Supreme Court of competent jurisdiction in the State of New YorkYork sitting in New York County and of the United States District Court of the Southern District of New York and appellate courts from either of them on and after the Plan Effective Date, and, by execution prior to the Plan Effective Date, of the United States Bankruptcy Court for the Southern District of New York, and delivery any appellate court from any thereof, in any action or proceeding arising out of or relating to this Aircraft Security Agreement, and each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail law. (or any substantially similar form of mail), postage prepaidb) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Aircraft Security Agreement in any court referred to in Section 8.14(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such jurisdictioncourt. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 8.05. Nothing herein shall in this Aircraft Security Agreement will affect the right of any party to this Aircraft Security Agreement to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or Each party hereto hereby (i) agrees than any other Credit Party with respect action, directly or indirectly, arising out of, under or relating to this Agreement, any Note or any of the other Credit Documents may Agreement shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any state or federal court such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of competent jurisdiction in the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and (ii) solely in connection with its propertiesthe action(s) contemplated by subsection (i) hereof, generally (A) irrevocably and unconditionally, unconditionally consents and submits to the non-exclusive jurisdiction of the aforesaid courts identified in subsection (i) hereof, (B) irrevocably and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably unconditionally waives any objection, including, without limitation, any objection to the laying of venue based on in any of the grounds courts identified in clause (i) of this Section 7.4, (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum non conveniens which it may now or hereafter does not have to the bringing personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner as may be permitted by applicable law or shall limit be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any Lender to bring proceedings against the Borrower claim or the other Credit Parties action directly or indirectly arising out of, under or in the court of any other jurisdictionconnection with this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Term Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and each of the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the The Borrower and each of the other Credit Parties irrevocably agrees agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the The Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives waive any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any (i) Each of the other Credit Documents may be brought in any state or federal court parties hereby: (A) irrevocably submits to the jurisdiction of competent jurisdiction in and to the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts United States District Court for the for the purposes of any action or proceeding arising out of or relating to this Agreement or the subject matter hereof and irrevocably agrees to be bound brought by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably party; (B) waives and agrees that all service not to assert, by way of process motion, as a defense or otherwise, in any such proceedings action or proceeding, any claim that (1) it is not personally subject to the jurisdiction or such courts, (2) the action or proceeding is brought in an inconvenient forum or (3) the venue of the action or proceeding is improper; and (C) agrees that, notwithstanding any right or privilege it may possess at any time, such court may party and its property are and shall be effected generally subject to suit on account of the obligations assumed by mailing a copy thereof it hereunder. (ii) Each party agrees that service in person or by certified or registered or certified U.S. mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 subparagraph (g) below shall constitute valid in personam service upon such party and its successors and assigns in any action or proceeding with respect to any matter as to which it has submitted to jurisdiction hereunder. (iii) Notwithstanding the foregoing, either party may at its option bring any action or other proceeding arising out of or relating to this Agreement or the subject matter hereof against the other party or any of its assets in the courts of any jurisdiction or place where such other address party or such assets may be found or where such other party may be subject to personal jurisdiction, and may affect service of which the Administrative Agent shall have been notified pursuant theretoprocess as provided under applicable Laws. (iv) This Agreement may be executed in any number of counterparts, such service being hereby acknowledged and by the each of the Borrower parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the other Credit Parties same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver a manually executed counterpart of this Agreement, but the failure to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein deliver a manually executed counterpart shall not affect the right to serve process in any other manner permitted by law validity, enforceability or shall limit the right binding effect of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionthis Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any exclusive jurisdiction of the other Credit Documents may be brought in any state or federal court Supreme Court of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, by execution in any action or proceeding arising out of or relating to this Mortgage, and delivery of this Agreement, each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidlaw. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Mortgage in any court referred to in this Section 5.13. 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 jurisdictioncourt. Mortgage and Security Agreement Each party to this Mortgage irrevocably consents to service of process in the manner provided for notices in Section 10.01 of the Credit Agreement. Nothing herein shall in this Mortgage will affect the right of any party to this Mortgage to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.law. Mortgage and Security Agreement

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any exclusive jurisdiction of the other Credit Documents may be brought in any state or federal court Supreme Court of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, by execution in any action or proceeding arising out of or relating to this Mortgage, and delivery of this Agreement, each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidlaw. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Mortgage in any court referred to in this Section 5.13. 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 jurisdictioncourt. Each party to this Mortgage irrevocably consents to service of process in the manner provided for notices in Section 10.01 of the Credit Agreement. Nothing herein shall in this Mortgage will affect the right of any party to this Mortgage to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Borrower and/or Borrower, the Administrative Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Party with respect to this AgreementLoan Document or the transactions relating hereto, any Note or any of the other Credit Documents may be brought in any state or federal court forum other than the courts of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive 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 or, to the fullest extent permitted by execution applicable Law, in such federal court. Notwithstanding the foregoing sentence, each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and delivery of may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by ▇▇▇. (a) By executing and delivering this Agreement, each of the Borrower and the other Credit Parties acceptsparty hereto, for itself and in connection with its properties, irrevocably (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower State of New York sitting in New York County and of the other Credit Parties irrevocably United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) waives any defense of forum non conveniens; (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth as provided in accordance with Section 9.2 or at such other address 11.7 (provided that, with respect to the Borrower, service of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of process may be made to the Borrower at its address provided in accordance with Section 11.7) or on the signature pages hereto; (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court, and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) agrees that the provisions of this Section 11.23 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402 or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionotherwise.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or The parties irrevocably agree that any other Credit Party with legal proceeding in respect to of this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any the courts of the State of New York sitting in the Borough of Manhattan or the United States District Court of the Southern District of New York sitting in the Borough of Manhattan (collectively, the “Specified Courts”). The parties hereby irrevocably submit to the nonexclusive jurisdiction of the state or and federal court courts of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and . The parties hereby irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidwaive, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationlaw, any objection to the laying of venue based on the grounds of forum non conveniens which it they may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any Specified Court, and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such jurisdictioncourt has been brought in an inconvenient forum. The parties further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to any party at its address as provided in this Agreement or as otherwise provided by applicable law. Nothing herein shall affect the right of any party to commence proceedings or otherwise proceed against any other party in any jurisdiction or to serve process in any other manner permitted by law applicable law. The parties hereto agree that a final judgment in any such action or proceeding shall limit be conclusive and may be enforced in other jurisdictions by suit on the right of any Lender to bring proceedings against the Borrower judgment or the other Credit Parties in the court of any other jurisdictionmanner provided by applicable law. BAFC hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 11.17 any special, exemplary, punitive or consequential damages. This Section 11.17 shall survive the termination of this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or Note, any of the other Credit Documents or the Fee Letter may be brought in any state or federal court of competent jurisdiction located in the State Borough of New YorkManhattan, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or Note, any other Credit Document or the Fee Letter from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party Any legal action or proceeding with respect to this Agreement, any Note or any of the other Credit Documents may Pledge Agreement shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Pledge Agreement, each of the Borrower Pledgors, the Collateral Agent, the Collateral Custodian and the other Credit Parties Servicer accepts, for itself and in connection with its propertiesProperties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Pledge Agreement from which no appeal has been taken or is available. Each of the Borrower Pledgors, the Collateral Agent, the Collateral Custodian and the other Credit Parties Servicer irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to it at its address set forth in Section 5.01 of the Intercreditor Agreement, with respect to notices to the Servicer or the Collateral Custodian, at its address set forth in Section 26 of this Pledge Agreement, and with respect to notices to any Pledgor, at its address set forth in Section 9.2 of the Credit Agreement, or at such other address of which the Administrative Collateral Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties such Pledgor to be effective and binding service in every respect. Each of the BorrowerPledgors, the other Credit PartiesCollateral Agent, the Administrative Agent Collateral Custodian and the Lenders Servicer irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Secured Party to bring proceedings against the Borrower or the other Credit Parties any Pledgor in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Borrower and/or Borrower, the Administrative Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Party with respect to this AgreementLoan Document or the transactions relating hereto, any Note or any of the other Credit Documents may be brought in any state or federal court forum other than the courts of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive 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 or, to the fullest extent permitted by execution applicable Law, in such federal court. Notwithstanding the foregoing sentence, each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and delivery of may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.‌ (a) By executing and delivering this Agreement, each of the Borrower and the other Credit Parties acceptsparty hereto, for itself and in connection with its properties, irrevocably (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower State of New York sitting in New York County and of the other Credit Parties irrevocably United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) waives any defense of forum non conveniens; (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth as provided in accordance with Section 9.2 or at such other address 11.7 (provided that, with respect to the Borrower, service of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of process may be made to the Borrower at its address provided in accordance with Section 11.7) or on the signature pages hereto;‌ (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court, and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) agrees that the provisions of this Section 11.23 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402 or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionotherwise.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower Borrowers and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrowers and each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-non exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each The Borrowers and each of the Borrower and the other Credit Parties irrevocably agrees agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowerThe Borrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives waive any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower Borrowers or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the any Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each To the extent permitted by applicable law (including, without limitation, the Hague Convention on the Service Abroad of Judicial and Extra-Judicial Documents in Civil and Commercial Matters), each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowerBorrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower Borrowers or the other Credit Parties in the court of any other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its agent for purposes of receiving service of process pursuant to the terms of this Section 9.14 and agrees that any service of process to the Dutch Borrower may be effected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the Borrower and/or nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any other Credit Party with respect 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 Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New Yorkjudgment, and, by execution and delivery of this Agreement, each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court other manner provided by law. Nothing in this Agreement shall affect any right that any Creditor Party may be effected by mailing a copy thereof by registered otherwise have to bring any action or certified mail proceeding relating to this Agreement against the Guarantor or its properties in the courts of any jurisdiction. (or any substantially similar form of mail), postage prepaidb) The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to which the laying of venue based on the grounds of forum non conveniens which it Guarantor may now or hereafter have to the bringing 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. The 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 jurisdictioncourt. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.03. Nothing herein shall in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings The Company and each Guarantor (including Tyco SCA and TIFSA) agrees that any legal suit, action or proceeding brought against the Borrower and/or by any other Credit Party party to enforce any rights under or with respect to this AgreementIndenture, any Note Security and any Guarantee or any of other document or the other Credit Documents transactions contemplated hereby or thereby may be brought instituted in any state or federal court in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of competent jurisdiction in the State of New YorkAmerica, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, to the fullest extent permitted by law any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for recognition and enforcement of any judgment in respect thereof. The Company and each Guarantor (including Tyco SCA and TIFSA) hereby irrevocably and unconditionally designates and appoints [ ] (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such jurisdictioncourt and agrees that service of process upon [ ] shall be deemed in every respect effective service of process upon the Company or Guarantor, as applicable, in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or each Guarantor, as the case may be. Said designation and appointment shall be irrevocable. Nothing herein in this Section 13.13 shall affect the right of the Holders to serve process in any other manner permitted by law or shall limit the right of any Lender the Holders to bring proceedings against the Borrower Company or the other Credit Parties any Guarantor in the court courts of any jurisdiction or jurisdictions. The Company and each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of [ ] in full force and effect so long as the Securities are outstanding. The Company and each Guarantor hereby irrevocably and unconditionally authorizes and directs [ ] to accept such service on its behalf. If for any reason [ ] ceases to be available to act as such, the Company and each Guarantor agrees to designate a new agent in New York City. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court (including any court in the United States, the State of New York, Luxembourg, Ireland or other jurisdictionjurisdiction in which the Company or such Guarantor, or any successor thereof, may be organized or any political subdivisions thereof) or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property or assets, this Indenture, the Securities, the Guarantees or any other documents or actions to enforce judgments in respect of any thereof, then the Company and each Guarantor hereby irrevocably waives such immunity, and any defense based on such immunity, in respect of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by law.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each of the Borrower and/or any Borrowers and each other Credit Party and each other party hereto irrevocably and unconditionally submits, for itself and its property, with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought and all judicial proceedings in any state or federal court respect thereof to the exclusive jurisdiction of competent jurisdiction in the courts of the State of New YorkYork in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), and, by execution and delivery of this Credit Agreement, each of the Borrower Borrowers and the other Credit Parties (i) accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any person in any way relating to this Credit Agreement, any Note or any other Credit Document in any forum other than the Supreme Court of the State of New York in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit PartiesBorrowers, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, including any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower Borrowers and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowerBorrowers, the other Credit Parties, the Administrative Agent Agents and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower Borrowers or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Credit Agreement, each of the Borrower and each of the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the The Borrower and each of the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 subsection 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrower and each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the The Borrower, each of the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives waive any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or and each of the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may Contemplated Transactions shall be brought in any state or federal court of competent jurisdiction located in the State of New YorkDelaware, and, by execution and delivery of this Agreement, each of the Borrower and parties hereby irrevocably consents to the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid such courts (and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process appropriate appellate courts therefrom) in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidAction and irrevocably waives, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationLaw, any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of the venue of any such action or proceeding Action in any such jurisdiction. Nothing herein shall affect the right to serve process court or that any such Action brought in any other manner permitted by law such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or shall limit without the right jurisdiction of any Lender such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.5 shall be deemed effective service of process on such party. (b) Notwithstanding anything in Section 11.11(a) to the contrary, each of the Sellers and the Purchaser agrees that it will not bring proceedings or support any legal Action (whether at law, in equity, in contract, in tort or otherwise) against any Debt Financing Source in any way relating to this Agreement or any Contemplated Transactions, including any dispute arising out of or relating in any way to the Borrower Debt Financing or the performance thereof, in any forum other Credit Parties than any New York State court or federal court sitting in the court County of any other jurisdictionNew York and the Borough of Manhattan (and appellate courts thereof). The provisions of this Section 11.11(b) shall inure to the benefit of, and be enforceable by, each Debt Financing Source, its Affiliates and their respective successors and permitted assigns, each of which is hereby intended to be an express third party beneficiary of this Section 11.11(b).

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party Holdings with respect to this Agreement, any the Bridge Note or any of the other Credit Bridge Loan Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, the each of the Borrower and the other Credit Parties Holdings accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the The Borrower and the other Credit Parties Holdings irrevocably agrees agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 SCHEDULE 12.08 or at such other address of which the Administrative Agent Lenders shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Holdings to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders parties hereto irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender the Lenders to bring proceedings against the Borrower or the other Credit Parties and/or Holdings in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the Borrower and/or exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any other Credit Party with respect 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 Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New Yorkjudgment, and, by execution and delivery of this Agreement, each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail law. (or any substantially similar form of mail), postage prepaidb) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing 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 20. 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 jurisdictioncourt. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17. Nothing herein shall in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Borrower, the Borrower and/or Administrative Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Party with respect to this AgreementLoan Document or the transactions relating hereto, any Note or any of the other Credit Documents may be brought in any state or federal court forum other than the courts of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive 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 or, to the fullest extent permitted by execution and delivery of this Agreementapplicable Law, in such federal court. Notwithstanding the foregoing sentence, each of the Borrower 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 Credit Parties acceptsmanner provided by Law. (b) By executing and delivering this agreement, each party hereto, for itself and in connection with its properties, irrevocably (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower State of New York sitting in New York County and of the other Credit Parties irrevocably United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) waives any defense of forum non conveniens; (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth as provided in accordance with Section 9.2 13.7 (provided that, with respect to each Borrower, service of process may be made to the Company at its address provided in accordance with Section 13.7) or at on the signature pages hereto; (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such other address of which the Administrative Agent shall have been notified pursuant theretoparty in any such proceeding in any such court, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) agrees that the provisions of this Section 13.23 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402 or shall limit otherwise. (c) Each Borrowing Subsidiary hereby agrees that service of process may be made upon the right Company and each Borrowing Subsidiary hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any Lender to bring proceedings against such service shall not impair or affect the Borrower validity of such service or the other Credit Parties in the court of any other jurisdictionjudgment rendered in any action or proceeding based thereon. To the extent that any Borrowing Subsidiary 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 Borrowing Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect The Parties to this Agreement, any Note or any of Agreement submit to the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts DELAWARE COURT OF CHANCERY (OR, ONLY IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, THE DELAWARE SUPREME COURT OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE), AND ANY APPELLATE COURT FROM ANY THEREOF in respect of the interpretation and irrevocably agrees to be bound by enforcement of the provisions of this Agreement and any final judgment rendered thereby related agreement, certificate or other document delivered in connection with herewith and by this AgreementAgreement waive, and agree not to assert, any Note defense in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other Credit Document from which no appeal has been taken document delivered in connection herewith, that they are not subject thereto or that such action may not be brought or is available. Each not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the Borrower and the other Credit Parties irrevocably agrees that all service action is improper. Service of process in any such proceedings in any such court with respect thereto may be effected made upon THE COMPANY OR THE TRA PARTY REPRESENTATIVE by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it such party at its address set forth as provided in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the 10(b). each of the Borrower parties hereto hereby irrevocably and the other Credit Parties to be effective and binding service unconditionally agree that a final judgment in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such suit, action or proceeding shall be conclusive and may be enforced in any such jurisdiction. Nothing herein shall affect other jurisdictions by suit on the right to serve process judgment or in any other manner permitted provided by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Debtor irrevocably submits to the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any jurisdiction of the other Credit Documents may be brought in any state or federal court of competent jurisdiction sitting in the State of New YorkMaryland over any suit, andaction, by execution and delivery or proceeding arising out of or relating to this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and Note. Debtor irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidwaives, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationlaw, any objection to the laying of venue based on the grounds of forum non conveniens which it that Debtor may now or hereafter have to the bringing laying of venue of any such action suit, action, or proceeding brought in any such jurisdictioncourt and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action, or proceeding brought in any such court shall be conclusive and binding upon Debtor and may be enforced in any court in which Debtor is subject to jurisdiction by a suit upon such judgment provided that service of process is effected upon Debtor as provided in this Note or as otherwise permitted by applicable law. Debtor hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by (a) the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Debtor and (b) serving a copy thereof any agent hereafter designated in writing to Creditor by Debtor as Debtor’s agent for service of process. Debtor irrevocably agrees that such service shall be deemed to be service of process upon Debtor in any such suit, action, or proceeding. Nothing herein in this Section shall affect the right of Creditor to serve process in any other manner otherwise permitted by law or shall and nothing in this Section will limit the right of any Lender Creditor otherwise to bring proceedings against the Borrower or the other Credit Parties Debtor in the court courts of any other jurisdictionjurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party (a) Any ---------------------------------------------- legal action or proceeding with respect to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court the courts of competent jurisdiction in the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, Pledgor hereby irrevocably accepts for itself and in connection with respect of its propertiesproperty, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and courts. Pledgor further irrevocably agrees consents to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process out of any of the aforementioned courts in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it Pledgor at its address set forth in Section 9.2 or at such other address of which for notices pursuant to the Administrative Agent shall have been notified pursuant theretoCredit Agreement, such service being to become effective 30 days after such mailing. Pledgor hereby acknowledged irrevocably appoints CT Corporation System having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and such other persons as may hereafter be selected by the each Borrower irrevocably agreeing in writing to serve as its agent for service of the Borrower and the other Credit Parties to be effective and binding service process in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing respect of any such action or proceeding in any such jurisdictionproceeding. Nothing herein shall affect the right of Collateral Agent to serve process in any other manner permitted by law or shall limit the right of any Lender to bring commence legal proceedings or otherwise proceed against the Borrower or the other Credit Parties Pledgor in the court of any other jurisdiction. (b) Pledgor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Except to the Borrower and/or extent prohibited by applicable law, Debtor irrevocably: (i) agrees that any suit, action, or other Credit Party with respect to legal proceeding arising out of this Agreement, any Note Security Agreement or any of the other Credit Documents Loans may be brought in the courts of record of The Commonwealth of Massachusetts or any state other state(s) in which any of the Collateral is located or federal the courts of the United States located in The Commonwealth of Massachusetts or any other state(s) in which any of the Collateral is located; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waives any objection which it may have to the laying of competent jurisdiction venue of such suit, action or proceeding in any of such courts. For such time as any of the Obligations of Debtor to Secured Party shall be unpaid in whole or in part and/or the Commitment is in effect, Debtor irrevocably designates the registered agent or agent for service of process of the Assignor as reflected on the records of the Secretary of State of New YorkCalifornia as its registered agent, and, by execution and delivery of this Agreement, each of in the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionallyabsence thereof, the non-exclusive jurisdiction Secretary of the aforesaid courts State of State of California, as its agent to accept and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all acknowledge on its behalf service of any and all process in any such proceedings suit, action or proceeding brought in any such court may be effected by mailing a copy thereof and agrees and consents that any such service of process upon such agent and written notice of such service to Debtor by registered or certified mail shall be taken and held to be valid personal service upon Debtor regardless of where Debtor shall then be doing business and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in each such state and waives any claim of lack of personal service or other error by reason of any such service. Any notice, process, pleadings or other papers served upon the aforesaid designated agent shall, within three (or any substantially similar form 3) Business Days after such service, be sent by the method provided therefor under Section 9.6 of mail), postage prepaid, the Loan Agreement to it the Debtor at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respectLoan Agreement. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionEACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY DISPUTE BETWEEN THE DEBTOR AND SECURED PARTY WITH RESPECT TO THE FINANCING DOCUMENTS AND/OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Each of the Borrower and/or Parties hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or if such court lacks subject matter jurisdiction, any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction sitting in the State of New YorkDelaware) in respect of any action, andsuit or other proceeding (whether at Law or in equity, by execution and delivery of this Agreementwhether based on Contract, each of the Borrower and the other Credit Parties acceptstort or otherwise) that arises out of, for itself and relates to or is in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection manner connected with this AgreementAgreement or the transactions contemplated hereby, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably (ii) agrees that all service of process it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any such proceeding in any court other than such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail courts, (or any substantially similar form of mail), postage prepaidiv) waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such action or proceeding in any such court, and (v) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any such court has been brought in an improper or otherwise inconvenient forum. Each of the Parties agrees that any Order issued by any such court in connection with any such proceeding shall be conclusive, and notwithstanding the foregoing provisions of this Section 16.11(a), may be enforced in any other jurisdiction. Nothing herein shall affect , including by suit on the right to serve process judgment or in any other manner permitted provided by law Law. (b) Each of the Parties hereby irrevocably and unconditionally (i) agrees that, to the extent such Party is not otherwise subject to service of process in the State of Delaware, such Party shall appoint and maintain an agent in the State of Delaware as such Party’s agent and attorney-in-fact for the acceptance of service of process in respect of any action, suit or other proceeding (whether at Law or in equity, whether based on Contract, tort or otherwise) that arises out of, relates to or is in any manner connected with this Agreement or the transactions contemplated hereby and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over such Party before the courts referred to in Section 16.11(a) in respect of such proceeding, and (ii) consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 16.11(a) in respect of any such proceeding by mailing copies thereof, by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in accordance with Section 16.5. For the avoidance of doubt, the foregoing shall not limit the right of any Lender a Party to bring proceedings against the Borrower or effect service of process on the other Credit Parties by any other legally available method. (c) The foregoing consent to jurisdiction and service of process shall not constitute a submission to jurisdiction or general consent to service of process in the court State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any Person other jurisdictionthan the Parties.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against SECTION 9.1.1. Except to the extent prohibited by applicable law, the Borrower and/or irrevocably: SECTION 9.1.1.1. agrees that any suit, action, or other Credit Party with respect to this Agreement, legal proceeding arising out of any Note of the Financing Documents or any of the other Credit Documents Loans may be brought in the courts of record of The Commonwealth of Massachusetts or any state other state(s) in which any of the Borrower's assets are located or federal the courts of the United States located in The Commonwealth of Massachusetts or any other state(s) in which any of the Borrower's assets are located; SECTION 9.1.1.2. consents to the jurisdiction of each such court in any such suit, action or proceeding; and SECTION 9.1.1.3. waives any objection which it may have to the laying of competent jurisdiction venue of such suit, action or proceeding in any of such courts. For such time as any of the Indebtedness of the Borrower to any Lender and/or the Agent shall be unpaid in whole or in part and/or the Commitment is in effect, the Borrower irrevocably designates the registered agent or agent for service of process of the Borrower as reflected in the records of the Secretary of State of the State of New YorkOhio as its registered agent, and, by execution and delivery in the absence thereof, the Secretary of this Agreement, each State of the Borrower State of Ohio as its agent to accept and the other Credit Parties accepts, for itself and in connection with acknowledge on its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all behalf service of any and all process in any such proceedings suit, action or proceeding brought in any such court may be effected by mailing a copy thereof and agrees and consents that any such service of process upon such agent and written notice of such service to the Borrower by registered or certified mail shall be taken and held to be valid personal service upon the Borrower regardless of where the Borrower shall then be doing business and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in each such state and waives any claim of lack of personal service or other error by reason of any such service. Any notice, process, pleadings or other papers served upon the aforesaid designated agent shall, within three (or any substantially similar form of mail)3) Business Days after such service, postage prepaid, be sent by the method provided therefor under SECTION 9.6 to it the Borrower at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respectthis Agreement. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionEACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT AND/OR THE LENDERS WITH RESPECT TO THE FINANCING DOCUMENTS AND/OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, Selling Securityholders accepts for itself himself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of Selling Securityholder designates and appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., General Counsel to the Borrower Company, and such other persons as may hereafter be selected by the other Credit Parties Selling Securityholder irrevocably agrees that all agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Selling Securityholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action or proceeding process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached hereto; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or the other Credit Parties each Selling Securityholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party (a) Any legal action or proceeding with respect to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court the courts of competent jurisdiction in the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, Pledgor hereby irrevocably accepts for itself and in connection with respect of its propertiesproperty, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and courts. Pledgor further irrevocably agrees consents to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process out of any of the aforementioned courts in any such proceedings in any such court may be effected action or proceeding by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it Pledgor at its address set forth in Section 9.2 or at such other address of which for notices pursuant to the Administrative Agent shall have been notified pursuant theretoCredit Agreement, such service being to become effective 30 days after such mailing. Pledgor hereby acknowledged irrevocably appoints CT Corporation System having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and such other persons as may hereafter be selected by the each Borrower irrevocably agreeing in writing to serve as its agent for service of the Borrower and the other Credit Parties to be effective and binding service process in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing respect of any such action or proceeding in any such jurisdictionproceeding. Nothing herein shall affect the right of Collateral Agent to serve process in any other manner permitted by law or shall limit the right of any Lender to bring commence legal proceedings or otherwise proceed against the Borrower or the other Credit Parties Pledgor in the court of any other jurisdiction. (b) Pledgor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party Any legal action or proceeding with respect to this Agreement, any Note or any of the other Credit Documents may Security Agreement shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Security Agreement, each of the Borrower Obligor and the other Credit Parties Collateral Agent accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Security Agreement from which no appeal has been taken or is available. Each of the Borrower Obligor and the other Credit Parties Collateral Agent irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepaid and return receipt requested, to it at its address set forth in Section 5.01 of the Intercreditor Agreement, and with respect to notices to any Obligor, at its address set forth in Section 9.2 of the Credit Agreement or at such other address of which the Administrative Collateral Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties such Obligor to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent Obligor and the Lenders Collateral Agent irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Secured Party to bring proceedings against the Borrower or the other Credit Parties any Obligor in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any Each of the other Credit Documents may be brought in any state or federal court parties hereto (i) hereby irrevocably submits to the nonexclusive jurisdiction of competent jurisdiction in the Supreme Court of the State of New York, and, by execution New York County (without prejudice to the rights of any party to remove to the United States District Court for the Southern District of New York) and delivery of this Agreement, each of to the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby brought by any of the parties hereto or their successors or assigns, (ii) hereby irrevocably agrees that all claims in respect of 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, and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be bound enforced in or by any such court. A final judgment rendered thereby obtained in connection with respect of any action, suit or proceeding referred to in this Agreement, Section 6.11 shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any Note or any other Credit Document from which no appeal has been taken or is availablemanner as provided by Applicable Law. Each of the Borrower and the other Credit Parties irrevocably agrees that all parties hereto hereby consents to service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered mail, Federal Express, DHL or certified mail (or any substantially similar form of mail), postage prepaid, courier at the address to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties notices to are to be effective and binding given, it being agreed that service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now such manner shall constitute valid service upon such party or hereafter have to the bringing of its respective successors or assigns in connection with any such action or proceeding only; provided, however, that nothing in any such jurisdiction. Nothing herein this Section 6.11 shall affect the right of any of such parties or their respective successors or assigns to serve legal process in any other manner permitted by law Applicable Law or shall limit affect the right of any Lender to bring proceedings against the Borrower of such parties or the other Credit Parties its respective property in the court courts of any other jurisdictionjurisdictions.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower Company and the other Credit Parties accepts, Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower Company and the Selling Securityholder designates and appoints [The Corporation Trust Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇], and such other Credit Parties persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agrees that all agreeing in writing to so serve, as their agent to receive on their behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower Company and the other Credit Parties Selling Securityholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to the Company and the Selling Securityholder at the address provided in Section 13 hereof; PROVIDED, HOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or proceeding the Selling Securityholder refuses to accept service, the Company and the Selling Securityholder each hereby agree that service of process sufficient for personal jurisdiction in any action against the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Selling Securityholder, as the case may be, at the address provided in Section 13 hereof, and the Company and the Selling Securityholder each hereby acknowledge that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or Company and the other Credit Parties Selling Securityholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution l) Rite Aid and delivery of this Agreement, each of the Borrower Subsidiary Guarantor hereby irrevocably and the other Credit Parties acceptsunconditionally submits, for itself and in connection with its propertiesproperty, generally and unconditionally, to the non-exclusive nonexclusive jurisdiction of any New York State court or Federal court of the aforesaid courts United States of America sitting in New York City, and irrevocably agrees any appellate court from any thereof, in any action or proceeding arising out of or relating to be bound by any final judgment rendered thereby in connection with this Agreement, any Note Agreement or any other Credit Document from which no appeal has been taken Collateral Document, or is availablefor recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail (law. Nothing in this Agreement shall affect any right that the Senior Collateral Agent, the Second Priority Collateral Trustee or any substantially similar form other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Secured Documents against Rite Aid or any Subsidiary Guarantor or its properties in the courts of mail), postage prepaidany jurisdiction. (b) Rite Aid and each Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising 25 out of or relating to this Agreement 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 jurisdictioncourt. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing herein shall in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.law. SECTION

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower Borrowers and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit PartiesBorrowers, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower Borrowers or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, the Company and each of the Borrower and the other Credit Parties accepts, Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement. The Selling Securityholder designates and appoints _____________, any Note or any and such other Credit Document from which no appeal has been taken or is available. Each of persons as may hereafter be selected by the Borrower and the other Credit Parties Selling Securityholder irrevocably agrees that all agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Selling Securityholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to the Company or proceeding any Selling Securityholder at its address provided in Section 13 hereof; PROVIDED, HOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Selling Securityholder at its address provided in Section 13 hereof, and the Selling Securityholder hereby acknowledges that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or the other Credit Parties Selling Securityholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect The parties hereto hereby irrevocably submit to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts of the State of Delaware and irrevocably agrees the federal courts of the United States of America located in Delaware, and appropriate appellate courts therefrom, over any dispute arising out of or relating to be bound by any final judgment rendered thereby in connection with this Agreement, any Note Agreement or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower transactions contemplated hereby, and the other Credit Parties each party hereby irrevocably agrees that all service claims in respect of process in any such proceedings in any such court dispute or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidheard and determined in such courts. The parties hereby irrevocably waive, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationapplicable law, any objection to the laying of venue based on the grounds of forum non conveniens which it they may now or hereafter have to the bringing laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such action court or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such jurisdiction. Nothing herein shall affect dispute may be enforced in other jurisdictions by suit on the right to serve process judgment or in any other manner permitted provided by law law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or shall limit proceeding of the right of any Lender to bring proceedings against the Borrower or the other Credit Parties nature specified in the court paragraph above by the mailing of any other jurisdictiona copy thereof in the manner specified by the provisions of Section 8.1. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each of the Borrower and/or Partnership and each Guarantor not organized in Canada (the “Non-Canadian Parties”) hereby appoints ▇▇▇▇▇▇▇▇ LLP, with offices on the date hereof located at ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, or any other Credit Party successor, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or with respect to this AgreementIndenture (including any Series Supplement), the Debt Securities or the Guarantees or the transactions contemplated hereby or thereby or brought under Canadian securities laws (any Note such suit, action or any proceeding, a “Action”). Each of the other Credit Documents may be brought in any state or federal court Non-Canadian Parties hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of competent jurisdiction in the State of New Yorkprocess, and, by execution and delivery of this Agreement, each of the Borrower Non-Canadian Parties agrees to take any and all action, including the other Credit filing of any and all documents, that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Non-Canadian Parties. Any Action may be instituted in the courts of the Province of Ontario (collectively, the “Specified Courts”), and each of the Non-Canadian Parties accepts, for itself and in connection with its properties, generally and unconditionally, irrevocably submits to the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service Province of process Ontario in any such proceedings in Action. Service of any such court may be effected process, summons, notice or document by mailing a copy thereof by registered or certified mail (to the extent allowed under any applicable statute or any substantially similar form rule of mail), postage prepaid, court) to it at its the Authorized Agent’s address set forth in the preceding paragraph or the Partnership’s address set forth in Section 9.2 or at such other address 15.1 shall, in each case, be effective service of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the process upon each of the Borrower Non-Canadian Parties for any suit, action or other proceeding brought in any Specified Court. The Non-Canadian Parties irrevocably and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, unconditionally waive any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such jurisdictionsuit, action or other proceeding has been brought in an inconvenient forum. Nothing herein in this Section 16.3 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State Commonwealth of New YorkVirginia, and, and by execution and delivery of this Agreement, the Company and Stockholders each of the Borrower and the other Credit Parties accepts, accepts for itself and in connection with its their respective properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with this Agreement. Stockholders designate and appoint Phil▇▇▇ ▇. ▇▇▇▇▇▇, any Note ▇▇d the Company designates and appoints Bruc▇ ▇. ▇▇▇▇▇ ▇▇▇ such other persons as may hereafter be selected by the Company or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties Stockholders irrevocably agrees that all agreeing in writing to so serve, as their respective agents to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower Company and the other Credit Parties Stockholders to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to the Company and/or Stockholders at their respective addresses provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or proceeding Stockholders refuses to accept service, the Company and Stockholders each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or Stockholders in the Commonwealth of Virginia may be made by registered or certified mail, return receipt requested, to the Company and/or Stockholders, as applicable, at their respective addresses provided in Section 13 hereof, and Stockholders and the Company each hereby acknowledge that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.manner

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) The Borrower hereby: (i) irrevocably submits to the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts Court of Common Pleas of Allegheny County, Pennsylvania and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each the jurisdiction of the Borrower and United States District Court for the Western District of Pennsylvania for the purposes of any action or proceeding arising out of or relating to this Agreement or the other Credit Parties irrevocably Transaction Documents or the subject matter hereof or thereof; (ii) waives and agrees that all service not to assert, by way of process motion, as a defense or otherwise, in any such proceedings action or proceeding, any claim that (A) it is not personally subject to the jurisdiction of such courts, (B) the action or proceeding is brought in an inconvenient forum or (C) the venue of the action or proceeding is improper; and (iii) agrees that, notwithstanding any right or privilege it may possess at any time, such court may party and its property are and will be effected generally subject to suit on account of the obligations assumed by mailing a copy thereof it hereunder. (b) The Borrower agrees that service in person or by certified or registered or certified U.S. mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such 5.05 will constitute valid in personam service being hereby acknowledged by the each of upon the Borrower and the other Credit Parties to be effective its successors and binding service assigns in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in with respect to any such jurisdiction. Nothing herein shall affect matter as to which it has submitted to jurisdiction hereunder. (c) Notwithstanding the right foregoing, the Lender may at its option bring any action or other proceeding arising out of or relating to serve process in any this Agreement or the other manner permitted by law Transaction Documents or shall limit the right of any Lender to bring proceedings subject matter hereof or thereof against the Borrower or the other Credit Parties any of its assets in the court courts of any other jurisdiction or place where the Borrower or such assets may be found or where the Borrower may be subject to personal jurisdiction, and may effect service of process as provided under any applicable Governmental Rule. (d) The Borrower hereby acknowledges that this is a commercial transaction, that the foregoing provisions for consent to jurisdiction and service of process have been read, understood and voluntarily agreed to by it and that by agreeing to such provisions it is waiving important legal rights. The obligations of the Borrower under this Section will survive any termination of this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Borrower, the Borrower and/or Administrative Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Party with respect to this AgreementLoan Document or the transactions relating hereto, any Note or any of the other Credit Documents may be brought in any state or federal court forum other than the courts of competent jurisdiction in the State of New YorkYork sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, andand any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive 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 or, to the fullest extent permitted by execution applicable Law, in such federal court. Notwithstanding the foregoing sentence, each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and delivery of may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by ▇▇▇. (b) By executing and delivering this Agreement, each of the Borrower and the other Credit Parties acceptsparty hereto, for itself and in connection with its properties, irrevocably (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower State of New York sitting in New York County and of the other Credit Parties irrevocably United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) waives any defense of forum non conveniens; (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth as provided in accordance with Section 9.2 13.7 (provided that, with respect to each Borrower, service of process may be made to the Company at its address provided in accordance with Section 13.7) or at on the signature pages hereto; (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such other address of which the Administrative Agent shall have been notified pursuant theretoparty in any such proceeding in any such court, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) agrees that the provisions of this Section 13.23 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402 or shall limit otherwise. (c) Each Borrowing Subsidiary hereby agrees that service of process may be made upon the right Company and each Borrowing Subsidiary hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any Lender to bring proceedings against such service shall not impair or affect the Borrower validity of such service or the other Credit Parties in the court of any other jurisdictionjudgment rendered in any action or proceeding based thereon. To the extent that any Borrowing Subsidiary 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 Borrowing Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property in any other Credit Party with respect legal action or proceeding relating to this AgreementSGR Security Agreement and the other Loan Documents to which it is a party, any Note or any to the exclusive jurisdiction of the other Credit Documents may be brought in any state or federal court Supreme Court of competent jurisdiction in the State of New YorkYork sitting in New York County and of the United States District Court of the Southern District of New York and appellate courts from either of them on and after the Plan Effective Date, and, by execution prior to the Plan Effective Date, of the Bankruptcy Court for the Southern District of New York, and delivery any appellate court from any thereof, in any action or proceeding arising out of or relating to this SGR Security Agreement, and each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail law. (or any substantially similar form of mail), postage prepaidb) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this SGR Security Agreement in any court referred to in Section 21(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such jurisdictioncourt. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 18. Nothing herein shall in this SGR Security Agreement will affect the right of any party to this SGR Security Agreement to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Borrower (i) hereby irrevocably submits itself to the Borrower and/or jurisdiction of the state courts of the State of California and to the jurisdiction of the United States District Court for the Central District of California, for the purpose of any suit, action or other Credit Party with respect to proceeding arising out of or based upon this Agreement, any Note the Promissory Notes or any of the other Credit Loan Documents or the subject matter hereof or thereof brought by Lender or its successors or assigns and (ii) hereby waives, and agrees not to assert, by way of motion, a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court (provided, however, that the then applicable jurisdiction minimums are not waived), and (iii) hereby waives any offsets or counterclaims in any such action, suit or proceeding. Borrower hereby consents to service of process by registered mail at the address to which notices are to be given or be electronic mail (email) at the email address listed below and notice of process will be deemed served upon sending of the email. Borrower agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of Lender. Final judgment against Borrower in any such action, suit or proceeding shall be conclusive, and may be brought enforced in other jurisdictions (i) by suit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of Borrower therein described or (ii) in any other manner provided by or pursuant to the laws of such other jurisdiction; provided, however, that Lender may at its option bring suit, or institute other judicial proceedings against Borrower or any of its assets in any state or federal Federal court of competent jurisdiction the United States or of any country or place where Borrower or such assets may be found. Borrower further covenants and agrees that so long as this Agreement shall be in effect, it shall maintain a duly appointed agent for the State receipt and acceptance on its behalf of New York, and, by execution service of summons and delivery of this Agreement, each other legal processes (and Borrower hereby appoints [***] as its attorney-in-fact to receive service of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any action, suit or proceeding with respect to which Borrower has submitted to jurisdiction, as set forth above), and upon failure to do so the clerk of each court to whose jurisdiction it has submitted shall be deemed to be its designated agent upon whom such proceedings in any such court process may be effected served on its behalf, and notification by mailing a copy thereof the attorney for plaintiff, complainant or petitioner therein by registered mail or certified confirmed transmission by e-mail (or any substantially similar form unless the sender has received a failure delivery notice and with confirmation of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged transmission provided by the each sender’s e-mail) to Borrower of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each filing of the Borrowersuch suit, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionbe deemed sufficient notice thereof.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party party hereto with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties party hereto accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably party hereto agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties party hereto to be effective and binding service in every respect. Each of the The Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non non-conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and, and by execution and delivery of this Agreement, each of the Borrower Company and the other Credit Parties accepts, Selling Stockholder each accepts for itself and in connection with its their respective properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with this Agreement. The Selling Stockholder designates and appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the Company designates and appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and such other Credit Parties persons as may hereafter be selected by the Company or the Selling Stockholder irrevocably agrees that all agreeing in writing to so serve, as their respective agents to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower Company and the other Credit Parties Selling Stockholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to the Company and/or the Selling Stockholder at their respective addresses provided in Section 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or proceeding the Selling Stockholder refuses to accept service, the Company and the Selling Stockholder each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Selling Stockholder in the State of California may be made by registered or certified mail, return receipt requested, to the Company and/or the Selling Stockholder, as applicable, at their respective addresses provided in Section 14 hereof, and Selling Stockholder and the Company each hereby acknowledge that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or Company and the other Credit Parties Selling Stockholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Borrower, the Borrower and/or Administrative Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Party with respect to this AgreementLoan Document or the transactions relating hereto, any Note or any of the other Credit Documents may be brought in any state or federal court forum other than the courts of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand 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 or, to the fullest extent permitted by execution and delivery of this Agreementapplicable Law, in such federal court. Notwithstanding the foregoing sentence, each of the Borrower 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 Credit Parties acceptsmanner provided by Law. (b) By executing and delivering this agreement, each party hereto, for itself and in connection with its properties, irrevocably (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower State of New York sitting in New York County and of the other Credit Parties irrevocably United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) waives any defense of forum non conveniens; (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth as provided in accordance with Section 9.2 13.7 (provided that, with respect to each Borrower, service of process may be made to the Company at its address provided in accordance with Section 13.7) or at on the signature pages hereto; (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such other address of which the Administrative Agent shall have been notified pursuant theretoparty in any such proceeding in any such court, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) agrees that the provisions of this Section 13.23 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402 or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionotherwise.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Subject to Sections 1.03, 10.02 (which will govern any dispute arising thereunder), and clause (b) of this Section 12.13, the Borrower and/or parties to this Agreement submit to the exclusive jurisdiction of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other Credit Party with respect court of the State of Delaware or, in the case of claims to this Agreementwhich the federal courts have exclusive subject matter jurisdiction, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction the United States of America sitting in the State of New York, and, by execution Delaware) in respect of the interpretation and delivery enforcement of the provisions of this AgreementAgreement and any related agreement, each certificate or other document delivered in connection herewith and by this Agreement waive, and agree not to assert, any defense in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other document delivered in connection herewith that they are not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or action is availableimproper. Each of the Borrower and the other Credit Parties irrevocably agrees that all service Service of process in any such proceedings in any such court with respect thereto may be effected made upon any party to this Agreement by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it such party at its address set forth as provided in Section 9.2 or at such other address of which 12.05. (b) Notwithstanding the Administrative Agent shall have been notified pursuant theretoforegoing, such service being hereby acknowledged by the each of the Borrower and parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the other Credit Parties Financing Sources in connection with the Closing in any way relating to be effective and binding service in every respect. Each this Agreement, the Commitment Letter, or any of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objectiontransactions contemplated hereby or thereby, including, without limitation, any objection dispute arising out of or relating in any way to the laying Commitment Letter or the performance thereof, in any forum other than any United States Federal or New York State court sitting in the Borough of venue based on Manhattan, in the grounds City of forum non conveniens which it may now New York (or hereafter have any appellate court therefrom), and that the provisions of Section 12.13(b) relating to the bringing waiver of jury trial shall apply to any such action action, cause of action, claim, cross-claim or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionthird-party claim.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, Selling Stockholder accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement. The Selling Stockholder designates and appoints __________________, any Note or any and such other Credit Document from which no appeal has been taken or is available. Each of persons as may hereafter be selected by the Borrower and the other Credit Parties Selling Stockholder irrevocably agrees that all agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Selling Stockholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action or proceeding process so served shall be mailed by registered mail to the Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Stockholder refuses to accept service, the Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Selling Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Selling Stockholder at its address provided in Section 13 hereof, and the Selling Stockholder hereby acknowledges that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or the other Credit Parties Selling Stockholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the County of New York, State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or Each Grantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any other Credit Party with respect legal action or proceeding relating to this AgreementAgreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any Note or any judgment in respect thereof, to the non-exclusive general jurisdiction of the other Credit Documents may be brought in any state or federal court courts of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each the courts of the Borrower United States of America for the Southern District of New York, and the other Credit Parties accepts, for itself and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid such courts and irrevocably 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 be bound by any final judgment rendered thereby in connection with this Agreement, any Note plead or any other Credit Document from which no appeal has been taken or is available. Each of claim the Borrower and the other Credit Parties irrevocably same; (c) agrees that all service of process in any such proceedings in any such court 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 it at its address set forth in Section 9.2 subsection 10.2 of the Term Loan Agreement or at such other address of which the Administrative Agent Secured Party shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties such Grantor to be sufficient for personal jurisdiction in any action against such Grantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing ; (d) agrees that nothing herein shall affect the right to serve effect service of process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties sue in the court of any other jurisdiction; and (e) 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.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Loan Agreement, any Note or any of the other Credit Loan Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Loan Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any that a final judgment rendered thereby in connection with this Agreement, any Note such judicial proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other Credit Document from which no appeal has been taken or is availablemanner provided by law. Each of the The Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All In addition to the provisions of Section 15, all judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower Company and the other Credit Parties accepts, Selling Shareholder accepts for itself and himself and in connection with its or his properties, generally generally, unconditionally and unconditionallyirrevocably, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and irrevocably waives any objection to the venue of a proceeding in any such court or any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower Company and the Selling Shareholder designates and appoints CT Corporation System, 1633 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇d such other Credit Parties irrevocably agrees that all persons located in the United States as may hereafter be selected by the Company or the Selling Shareholder, as the case may be, agreeing in writing to so serve, as its or his agent to receive on its or his behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower Company and the other Credit Parties Selling Shareholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to the Company or proceeding the Selling Shareholder, as the case may be, as provided in Section 13 hereof; PROVIDED, HOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Shareholder refuses to accept service, the Company and the Selling Shareholder hereby agree that service of process sufficient for personal jurisdiction in any action against the Company or the Selling Shareholder, as the case may be, in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Selling Shareholder, as the case may be, as provided in Section 13 hereof, and each of the Company and the Selling Shareholder hereby acknowledges that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower Company or the other Credit Parties Selling Shareholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement. The Selling Shareholder designates and appoints Gary ▇. ▇▇▇▇▇▇, any Note or any ▇▇d such other Credit Document from which no appeal has been taken or is available. Each of persons as may hereafter be selected by the Borrower and the other Credit Parties Selling Shareholder irrevocably agrees that all agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Selling Shareholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action or proceeding process so served shall be mailed by registered mail to the Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Shareholder refuses to accept service, the Selling Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Selling Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Selling Shareholder at its address provided in Section 13 hereof, and the Selling Shareholder hereby acknowledges that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or the other Credit Parties Selling Shareholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower Company and the other Credit Parties accepts, Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower Company and the Selling Securityholder designates and appoints __________________, and such other Credit Parties persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agrees that all agreeing in writing to so serve, as their agent to receive on their behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower Company and the other Credit Parties Selling Securityholder to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action process so served shall be mailed by registered mail to the Company and the Selling Securityholder at the address provided in Section 13 hereof; PROVIDED, HOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or proceeding The Selling Securityholder refuses to accept service, the Company and the Selling Securityholder each hereby agree that service of process sufficient for personal jurisdiction in any action against the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Selling Securityholder, as the case may be, at the address provided in Section 13 hereof, and the Company and the Selling Securityholder each hereby acknowledge that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or Company and the other Credit Parties Selling Securityholder in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Administrative Agent, the Lenders, the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender party hereto to bring proceedings against the Borrower or the other Credit Parties another party hereto in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the any Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each To the extent permitted by applicable law (including, without limitation, the Hague Convention on the Service Abroad of Judicial and Extra-Judicial Documents in Civil and Commercial Matters), each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowerBorrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower Borrowers or the other Credit Parties in the court of any other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its agent for purposes of receiving service of process pursuant to the terms of this Section 9.12 and agrees that any service of process to the Dutch Borrower may be affected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Each of the Borrower and/or any other Credit Party with respect Parties, by its execution hereof, hereby irrevocably (i) submits to this Agreementthe exclusive jurisdiction of the Delaware Chancery Court (or, if the Delaware Chancery Court declines to accept jurisdiction, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction United States District Court located in the State of New York, and, by execution and delivery of this Agreement, each Delaware or any state court of the Borrower State of Delaware) and any appellate court therefrom for the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction purpose of any Proceeding among any of the aforesaid courts and irrevocably agrees Parties relating to be bound by any final judgment rendered thereby or arising in whole or in part under or in connection with this AgreementAgreement or the Transactions, (ii) waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Proceeding, any Note claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other Proceeding in any other Credit Document from which no appeal has been taken court other than one of the above-named courts or is availablethat this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) agrees not to commence any such Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, a Party may commence any Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each of the Borrower and Parties (i) consents to service of process in any Proceeding among any of the other Credit Parties irrevocably relating to or arising in whole or in part under or in connection with this Agreement or the Transactions in any manner permitted by Delaware law, (ii) agrees that all service of process made in accordance with the foregoing clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.04, will constitute good and valid service of process in any such proceedings Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such court may Proceeding any claim that service of process made in accordance with the foregoing clause (i) or (ii) does not constitute good and valid service of process. This Section 10.12 shall not apply to any dispute that is required to be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged decided by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionSettlement Accountant.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this AgreementALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS GUARANTY GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkGENERALLY AND UNCONDITIONALLY, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availableTHE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each of the Borrower and the other Credit Parties irrevocably Guarantor hereby agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it Guarantor at its address set forth provided in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretosubsection 6.2, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Guarantor to be sufficient for personal jurisdiction in any action against Guarantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against the Borrower or the other Credit Parties Guarantor in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each To the fullest extent it may legally and effectively do so, each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and., by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each To the fullest extent it may legally and effectively do so, each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Credit Party, the Borrower and/or Administrative Agent, any other Credit Lender or any Related Party with respect of the foregoing in any way relating to this Agreement, Agreement or any Note or any of the other Credit Documents may be brought transactions relating hereto, in any state or federal court forum other than the courts of competent jurisdiction in the State of New YorkYork sitting in New York County, andof the State of Illinois sitting in Chicago and of the United States District Court of the Southern District of New York or the United States District Court of the Northern District of Illinois, 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 or Illinois State court or, to the fullest extent permitted by execution and delivery of this Agreementapplicable law, in such federal court. Notwithstanding the foregoing sentence, each of the Borrower 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 Credit Parties acceptsmanner provided by law. By executing and delivering this agreement, each party hereto, for itself and in connection with its properties, irrevocably (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by such courts; (ii) waives any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each defense of the Borrower and the other Credit Parties irrevocably forum non conveniens; (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth on the signature pages hereto; (iv) agrees that service as provided in Section 9.2 or at clause (iii) above is sufficient to confer personal jurisdiction over such other address of which the Administrative Agent shall have been notified pursuant theretoparty in any such proceeding in any such court, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) agrees that the provisions of this section 9.16 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402, the Illinois Choice of Law and Forum Act (735 Illinois Compiled Statutes section 105) or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionotherwise.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each of the Borrower and/or any Borrowers and each other Credit Party and each other party hereto irrevocably and unconditionally submits, for itself and its property, with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought and all judicial proceedings in any state or federal court respect thereof to the exclusive jurisdiction of competent jurisdiction in the courts of the State of New YorkYork in New York County or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), and, by execution and delivery of this Credit Agreement, each of the Borrower Borrowers and the other Credit Parties (i) accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any person in any way relating to this Credit Agreement, any Note or any other Credit Document in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). Each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowerBorrowers, the other Credit Parties, the Administrative Agent Agents and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court the courts of competent jurisdiction in the State of New YorkNorth Carolina in Mecklenburg County or of the United States for the Western District of North Carolina or the courts of the Commonwealth of Pennsylvania in Philadelphia County or of the United States for the Eastern District of Pennsylvania, and, . by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender or the Agent to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings Each party hereby and any person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably agrees that any Legal Dispute shall be brought against only to the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any exclusive jurisdiction of the other Credit Documents may be brought in any state courts of the State of Delaware or the federal court of competent jurisdiction courts located in the State of New YorkDelaware, and, by execution and delivery each party hereby consents to the jurisdiction of this Agreement, each such courts (and of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid appropriate appellate courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process therefrom) in any such proceedings in any such court may be effected by mailing a copy thereof by registered suit, action or certified mail (or any substantially similar form of mail), postage prepaidproceeding and irrevocably waives, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationLaw, any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of the venue of any such suit, action or proceeding in any such jurisdictioncourt or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. Nothing herein During the period a Legal Dispute that is filed in accordance with this Section 13.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall affect be subject to the right exclusive jurisdiction of such court. Each party and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to serve process the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 13.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted provided by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionapplicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this AgreementALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkAND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, andGENERALLY AND UNCONDITIONALLY, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonTHE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NON-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availableAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each of the Borrower and the other Credit Parties irrevocably Guarantor hereby agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such Guarantor at its address set forth provided in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretosubsection 5.2, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties such Guarantor to be sufficient for personal jurisdiction in any action against such Guarantor in any such court and to be otherwise effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Collateral Agent or (subject to the terms of the Intercreditor Agreement) any Lender other Guarantied Party to bring proceedings against the Borrower or the other Credit Parties any Guarantor in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought The Company hereby irrevocably appoints, each Zimin Shareholder hereby irrevocably appoints, and each Telenor Shareholder hereby irrevocably appoints, CT Corporation System, located on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, as its true and lawful agent and attorney to accept and acknowledge service of any and all process against the Borrower and/or it in any other Credit Party with respect action, suit or proceeding arising out of or relating to this Agreement, any Note Agreement or any of the other Credit Documents Principal Agreements or any of the transactions contemplated hereby or thereby and upon whom such process may be brought in any state or federal court served, with the same effect as if such party were a resident of competent jurisdiction in the State of New YorkYork and had been lawfully served with such process in such jurisdiction, andand waives all claims of error by reason of such service, by execution provided that the party effecting such service shall also deliver a copy thereof to each other party at the address and delivery of this Agreementin the manner specified in Section 6.02. The Company, each Zimin Shareholder and each Telenor Shareholder will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the Borrower event that any such agent and attorney resigns or otherwise becomes incapable of acting, the affected party will appoint a successor agent and attorney in New York reasonably satisfactory to each other Credit Parties acceptsparty, for itself and in connection with its properties, generally and unconditionally, like powers. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the aforesaid courts United States District Court for the Southern District of New York and irrevocably agrees to be bound by of any final judgment rendered thereby New York state court sitting in connection with this AgreementNew York City, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in action, suit or proceeding arising out of or relating to this Agreement or any of the other Principal Agreements or any of the transactions contemplated hereby or thereby, and agrees that any such court may action, suit or proceeding shall be effected by mailing brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in Section 6.09 and shall not be deemed to be a copy thereof by registered general submission to the jurisdiction of said courts of or certified mail (or any substantially similar form in the State of mail), postage prepaidNew York other than for such purpose. Each party hereby irrevocably waives, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationLaw, any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of the venue of any such action action, suit or proceeding brought in such a court and any claim that any such jurisdictionaction, suit or proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law Law or shall limit the right of any Lender to bring commence legal proceedings or otherwise proceed against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings Crystallex agrees that any legal suit, action or proceeding brought against the Borrower and/or by any other Credit Party party to enforce any rights under or with respect to this AgreementIndenture or the Special Warrants, any Note Convertible Notes or any of the other Credit Documents Common Share Purchase Warrants may be brought instituted in any state or federal court of competent jurisdiction in New York City and waives to the State of New York, and, fullest extent permitted by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, law any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. Crystallex hereby irrevocably designates and appoints Prentice Hall Corporate Service ("PH") as Crystallex's authorized agents to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such jurisdictioncourt and agrees that service of process upon PH (or any successor) at its office at 15 Columbus Circle, New York, New York 10023 (or such other address i▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇s Crystallex may designate by written notice to the Trustee) and written notice of such service to Crystallex marked or delivered to PH at its address set forth herein shall be deemed in every respect effective service of process upon Crystallex in any such suit, action or proceeding and shall be taken and held to be valid personal service upon Crystallex. Nothing herein in this Section 10.5 shall affect the right of any party hereto to serve process in any other manner permitted by law or shall limit the right of any Lender party hereto to bring proceedings against the Borrower or the other Credit Parties Crystallex in the court courts of any other jurisdictionjurisdiction or jurisdictions. Crystallex further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of PH in full force and effect so long as this Indenture or any of the Special Warrants, Convertible Notes or Common Share Purchase Warrants shall be outstanding. To the extent that Crystallex 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 judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, Crystallex hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Special Warrants, Convertible Notes or Warrants, to the extent permitted by law. Crystallex covenants to forthwith make all appropriate arrangements to appoint PH for the purposes of the foregoing. If Crystallex and PH are unable to agree on terms for the appointment of PH in such capacity within 30 days, Crystallex shall forthwith make arrangements for the appointment of another agent reasonably acceptable to the Investors for such purposes.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the Borrower and/or exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any other Credit Party with respect appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Agreement, each of the Borrower 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 other Credit Parties acceptsextent permitted by law, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availablesuch Federal court. Each of the Borrower and the other Credit Parties irrevocably parties hereto agrees that all service of process a final judgment in any such proceedings action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court may be effected other manner provided by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidlaw. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower may legally and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationeffectively do so, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 19. 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 jurisdictioncourt. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01 of the Credit Agreement. Nothing herein shall in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings brought against the Borrower and/or any other Credit Party with respect arising out of or relating to this Agreement, any Note or any of the other Credit Documents Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, and by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement. The Selling Securityholders designate and appoint ___________________, any Note or any and such other Credit Document from which no appeal has been taken or is available. Each of persons as may hereafter be selected by the Borrower and the other Credit Parties Selling Securityholders irrevocably agrees that all agreeing in writing to so serve, as their agent to receive on its behalf service of all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretocourt, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties Selling Securityholders to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing A copy of any such action or proceeding process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Section 15 hereof; provided, however, that, unless otherwise ----------------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholders refuses to accept service, the Selling Securityholders hereby agree that service of process sufficient for personal jurisdiction in any action against the Selling Securityholders in the State of New York may be made by registered or certified mail, return receipt requested, to the Selling Securityholders at their address provided in Section 15 hereof, and the Selling Securityholders hereby acknowledge that such jurisdictionservice shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender Underwriter to bring proceedings against the Borrower or the other Credit Parties Selling Securityholders in the court courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) To the Borrower and/or any other Credit Party with respect extent permitted by applicable law, each Obligor (i) hereby irrevocably submits to this Agreement, any Note or any the nonexclusive jurisdiction of the other Credit Documents may be brought in any state or federal court Supreme Court of competent jurisdiction in the State of New York, andNew York County (without prejudice to the rights of any holder of a Note to remove to the United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, by execution and delivery for the purposes of any suit, action or other proceeding arising out of this Agreement, each or the subject matter hereof or any of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction transactions contemplated hereby or thereby brought by any holder of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementNotes, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties (ii) hereby irrevocably agrees that all claims in respect of 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, and (iii) hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof may not be enforced in or by such court. (b) A final judgment obtained in respect of any action, suit or proceeding referred to in this Section 22.7 shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any manner as provided by applicable law. Each Obligor hereby consents to service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered mail, Federal Express, or certified mail (or any substantially similar form of mail), postage prepaid, to it courier at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto18, such service it being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding agreed that service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now such manner shall constitute valid service upon or hereafter have to the bringing of its respective successors or assigns in connection with any such action or proceeding only; provided, however, that nothing in any such jurisdiction. Nothing herein this Section 22.7 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or applicable law. When this Agreement is executed and delivered by Prudential and the Obligors, it shall limit become a binding agreement between Prudential and the right Obligors, amending and restating the Existing Agreement as provided herein. This Agreement shall also inure to the benefit of any Lender each Purchaser which shall have executed and delivered a Confirmation of Acceptance, and each such Purchaser shall be bound by this Agreement to bring proceedings against the Borrower or extent provided in such Confirmation of Acceptance. * * * * * Very truly yours, LINCOLN ELECTRIC HOLDINGS, INC. By ---------------------------------------- Title: By Title: THE LINCOLN ELECTRIC COMPANY By ---------------------------------------- Title: By ---------------------------------------- Title: The foregoing is hereby agreed to as of the other Credit Parties in the court of any other jurisdiction.date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: --------------------------------------- Its: Vice President EXHIBIT A-1 [FORM OF RESTATED NOTE] LINCOLN ELECTRIC HOLDINGS, INC. THE LINCOLN ELECTRIC COMPANY

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Except for the Borrower and/or any other Credit Party with respect matters to this Agreementbe decided by the Arbitration Firm, any Note or any the parties hereto hereby submit to the exclusive jurisdiction of the other Credit Documents may be brought Delaware Court of Chancery or, if jurisdiction is unavailable in any state or federal court the Delaware Court of competent jurisdiction Chancery, the courts of the United States located in the State of New YorkDelaware or, andif jurisdiction is unavailable in the courts of the United States located in the State of Delaware, by execution the Delaware Superior Court, in each case, in respect of the interpretation and delivery enforcement of the provisions of this Agreement, each of the Borrower Agreement and the other Credit Parties accepts, for itself agreements or documents executed and delivered in connection with its propertiesherewith and any dispute or controversy related to the transactions contemplated hereby and hereby waive, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees agree not to be bound by any final judgment rendered thereby in connection with this Agreementassert, any Note defense in any action, suit or any other Credit Document from which no appeal has been taken proceeding for the interpretation or is available. Each enforcement of the Borrower this Agreement and the other Credit Parties irrevocably agrees agreements or documents executed and delivered in connection herewith or any dispute or controversy related to the transactions contemplated hereby, that all service they are not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper. Service of process in any such proceedings in any such court with respect thereto may be effected made upon Buyer or Seller Representative by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it such party at its address as provided in Section 11.7. Notwithstanding anything to the contrary set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant theretothis Agreement, such service being hereby acknowledged by the each none of the Borrower and parties hereto, nor any of their respective Affiliates, will bring, or support the other Credit Parties bringing of, any proceeding, whether at law or in equity, whether in contract or tort or otherwise, against any Debt Financing Source in any way relating to be effective and binding service in every respect. Each this Agreement or any of the Borrowertransactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing, the Debt Commitment Letter or the performance thereof, anywhere other Credit Partiesthan the Supreme Court of the State of New York, County of New York, or, if under applicable Law jurisdiction is vested in the federal courts, the Administrative Agent United States District Court for the Southern District of New York (and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdictionappellate courts thereof).

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the courts of the State of New York, and, North Carolina and by execution and delivery of this Agreement, each of Agreement the Borrower and the other Credit Parties acceptsaccept, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the a Borrower and/or any other Credit Party with respect to this Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and, by execution and delivery of this Agreement, each of the Borrower Borrowers and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the BorrowerBorrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower Borrowers or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Agreement, any Note Agreement or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of North Carolina or the State of New York, and, by execution and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each To the fullest extent it may legally and effectively do so, each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, 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 in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) To the Borrower and/or any other Credit Party with respect extent permitted by applicable law, each Obligor (i) hereby irrevocably submits to this Agreement, any Note or any the nonexclusive jurisdiction of the other Credit Documents may be brought in any state or federal court Supreme Court of competent jurisdiction in the State of New York, andNew York County (without prejudice to the rights of any holder of a Note to remove to the United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, by execution and delivery for the purposes of any suit, action or other proceeding arising out of this Agreement, each or the subject matter hereof or any of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction transactions contemplated hereby or thereby brought by any holder of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementNotes, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties (ii) hereby irrevocably agrees that all claims in respect of 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, and (iii) hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof may not be enforced in or by such court. (b) A final judgment obtained in respect of any action, suit or proceeding referred to in this Section 22.7 shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any manner as provided by applicable law. Each Obligor hereby consents to service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered mail, Federal Express, or certified mail (or any substantially similar form of mail), postage prepaid, to it courier at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto18, such service it being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding agreed that service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now such manner shall constitute valid service upon or hereafter have to the bringing of its respective successors or assigns in connection with any such action or proceeding only; provided, however, that nothing in any such jurisdiction. Nothing herein this Section 22.7 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or applicable law. * * * * * Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company The execution hereof by the Purchasers shall limit constitute a contract among the right Obligors and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, LINCOLN ELECTRIC HOLDINGS, INC. By _______________________________ Title: By Title: THE LINCOLN ELECTRIC COMPANY By _______________________________ Title: By ______________________________ Title The foregoing is hereby agreed to as of any Lender the date thereof. STATE FARM LIFE INSURANCE COMPANY By _______________________________ Its By _______________________________ Its Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company The foregoing is hereby agreed to bring proceedings against as of the Borrower or the other Credit Parties in the court of any other jurisdictiondate thereof.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Borrower, the Borrower and/or Administrative Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Party with respect to this AgreementLoan Document or the transactions relating hereto, any Note or any of the other Credit Documents may be brought in any state or federal court forum other than the courts of competent jurisdiction in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andand any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive 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 or, to the fullest extent permitted by execution and delivery of this Agreementapplicable Law, in such federal court. Notwithstanding the foregoing sentence, each of the Borrower 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 Credit Parties acceptsmanner provided by ▇▇▇. (a) (b) By executing and delivering this agreement, each party hereto, for itself and in connection with its properties, irrevocably (i) (i) accepts generally and unconditionally, unconditionally the non-exclusive jurisdiction and venue of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrower State of New York sitting in New York County and of the other Credit Parties irrevocably United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) (ii) waives any defense of forum non conveniens; (iii) (iii) agrees that all service of all process in any such proceedings 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 prepaidreturn receipt requested, to it such party at its address set forth as provided in accordance with Section 9.2 13.7 (provided that, with respect to each Borrower, service of process may be made to the Company at its address provided in accordance with Section 13.7) or at on the signature pages hereto; (iv) (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such other address of which the Administrative Agent shall have been notified pursuant theretoparty in any such proceeding in any such court, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be otherwise constitutes effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect ; (v) (v) agrees that each party hereto retains the right to serve process in any other manner permitted by law law; and (vi) (vi) agrees that the provisions of this Section 13.23 relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law section 5-1402 or shall limit otherwise. (b) (c) Each Borrowing Subsidiary hereby agrees that service of process may be made upon the right Company and each Borrowing Subsidiary hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any Lender to bring proceedings against such service shall not impair or affect the Borrower validity of such service or the other Credit Parties in the court of any other jurisdictionjudgment rendered in any action or proceeding based thereon. To the extent that any Borrowing Subsidiary 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 Borrowing Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against (a) Pursuant to New York General Obligations Law, Section 5-1402, each of the Borrower and/or parties hereto hereby irrevocably submits to the exclusive jurisdiction of any other Credit Party with respect federal or state court located within the Borough of Manhattan in New York, New York, over any dispute arising out of or relating to this Agreement, Agreement or any Note of the transaction documents or any of the other Credit Documents transactions hereby or thereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be brought heard and determined in any state or federal court of competent jurisdiction in the State of New York, and, by execution (and delivery of this Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is availableonly in) such courts. Each of the Borrower and the other Credit Parties parties hereby irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidwaives, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationLaw, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing laying of venue of any such action or proceeding dispute brought in any such jurisdictioncourt or any defense of inconvenient or otherwise inappropriate forum for the maintenance of such dispute. Nothing herein shall affect Each of the right to serve process parties hereto agrees that a judgment of any such court in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted provided by law Law. (b) Without limiting the foregoing, Sellers’ Representative agrees that service of process on its as provided in Section 12.5 shall be deemed effective service of process. Buyers’ Parent irrevocably designates, appoints and empowers Fitesa Simpsonville Inc., 840 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ such other address where such representative office may be located in the State of New York, and its successors and assigns, as its true and lawful agent for service of process to receive and accept on its behalf service of process only with respect to any Actions arising out of or relating to the Agreement and the transactions contemplated by this Agreement and for no other purpose. Failure of the agent to give notice of any service of process to Buyers’ Parent shall not affect the validity of service on such agent or any proceeding based on such service. Buyers’ Parent shall be responsible for all fees and expenses payable to such agent. A copy of all process served on the agent shall be provided pursuant to Section 12.5 or to such other address as the agent may designate in writing from time to time. (c) Nothing contained in Section 12.10(a) shall limit the right of Buyers or Sellers to take any Lender to bring proceedings against the Borrower or the other Credit Parties action in the any court of competent jurisdiction for the purposes of enforcing any judgment or any equitable remedy or relief, nor shall the taking of any such action by Buyers or Sellers in one or more jurisdictions preclude the taking of any such action in any other jurisdictionjurisdiction (whether concurrently or not) if and to the extent permitted by Law.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought Seller agrees to appoint, within ten (10) days of any written request by Purchaser, its lawful agent and attorney in the State of California to accept and acknowledge service of any and all process against the Borrower and/or it in any other Credit Party with respect action, suit or proceeding arising out of or relating to this Agreement, any Note Agreement or any of the other Credit Documents transactions contemplated hereby and upon whom such process may be brought served, with the same effect as if such party were a resident of the State of California and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any state service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in Section 11.1. Seller will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that any such agent and attorney resigns or federal court otherwise becomes incapable of competent jurisdiction acting as such, such party will appoint a successor agent and attorney in the State of New YorkCalifornia, andreasonably satisfactory to the other party, by execution and delivery of this Agreementwith like powers. Subject to the arbitration provisions set forth in Section 11.11, each of party hereby irrevocably submits to the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts United States District Court for the Northern District of California or any court of the State of California located in the City of San Francisco, California, in any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and irrevocably agrees that any such action, suit or proceeding shall be brought only in such court, provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 11.12 and shall not be deemed to be bound by any final judgment rendered thereby a general submission to the jurisdiction of said courts or in connection with this Agreement, any Note or any the State of California other Credit Document from which no appeal has been taken or is availablethan for such purpose. Each of the Borrower and the other Credit Parties party hereby irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidwaives, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged fullest extent permitted by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitationLaw, any objection to the laying of venue based on the grounds of forum non conveniens which that it may now or hereafter have to the bringing laying of the venue of any such action action, suit or proceeding brought in such a court and any claim that any such jurisdiction. Nothing herein shall affect the right to serve process action, suit or proceeding brought in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties such a court has been brought in the court of any other jurisdictionan inconvenient forum.