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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Parent and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Parent or its their respective properties in the courts of any jurisdiction. (b) Each of Parent and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of Holdings and the parties hereto hereby Borrower irrevocably consents to service of process in the manner provided for notices in Section 7.019.1. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars, into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Issuer hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive general jurisdiction of any the New York State court courts, sitting in the Borough of Manhattan, the City of New York, or Federal court the federal courts of the United States of America, sitting in America for the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Indenture or any other Loan Documentthe Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document Indenture shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender Holder may otherwise have to bring any action or proceeding relating to this Agreement Indenture or any other Loan Document the Notes against any Grantor the Issuer or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto The Issuer hereby irrevocably and unconditionally waives, and agrees not to plea or claim, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Indenture or any other Loan Document the Notes in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each The Issuer hereby irrevocably and unconditionally appoints CT Corporation System with an office on the date hereof at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and its successors hereunder (the “Process Agent”), as its agent to receive on behalf of each of the parties hereto Issuer and its property of all writs, claims, process, and summonses in any action or proceeding brought against it in the State of New York. Such service may be made by mailing or delivering a copy of such process to the Issuer, in care of the Process Agent at the address specified above for the Process Agent, and the Issuer hereby irrevocably consents authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the Issuer, as applicable, or failure of the Issuer to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or the Issuer, or of any judgment based thereon. The Issuer covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the manner provided for notices Process Agent to act as such. The Issuer further covenants and agrees to maintain at all times an agent with offices in Section 7.01New York City to act as its Process Agent. Nothing herein shall in this Agreement or any other Loan Document will affect way be deemed to limit the right of any party hereto ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Lender or any Lender Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, the Borrower or any Grantor Guarantor or its their properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.149.12. Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto the Collateral Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any other Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against any Grantor the Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guarantee Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Guarantee Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0113. Nothing in this Guarantee Agreement or any other Loan Document will affect the right of any party hereto to this Guarantee Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the exclusive jurisdiction of any the courts of the State of New York State court or Federal court sitting in New York County, Borough of Manhattan, and of the United States District Court of Americathe Southern District of New York, sitting in New York CityCounty, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably waives the right to any other jurisdiction to which it may be entitled by reason of domicile, place of residence or any other reason and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto 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 other parties or any Affiliate thereof in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than such courts. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any Grantor other Loan Party or its properties in the courts of any competent jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.149.15. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Syndication Agent, the Arrangers, any Issuing Bank Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that that, to the extent permitted by law, all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto the Collateral Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars, into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agentany Arranger, the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to sitting in paragraph (a) of this Section 7.14New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01; provided, however, that each Subsidiary Borrower hereby appoints Terex, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Attention of General Counsel), as its agent for service of process. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph clause (a) of this Section 7.14. Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto the Administrative Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York CityCounty, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any Grantor other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01; provided, however, that each Subsidiary Borrower hereby appoints Terex, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Attention of General Counsel), as its agent for service of process. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may will be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) To the extent that any party hereto has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, such party hereby waives such immunity in respect of its obligations hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 10.15(d) shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Syndication Agent, the Collateral Agent, the Administrative Agent, any either Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Holdings, the Borrower or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto Person to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Holdings and each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Holdings and each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party hereby irrevocably consents and unconditionally submits, for itself and its property, submits to the exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the District of America, sitting in New York City, Delaware and any appellate court from any thereof, of the State of Delaware in any action action, suit or proceeding arising out of of, resulting from or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgmentAgreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State oraction, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action suit or proceeding shall be conclusive brought only in such courts (and may be enforced in other jurisdictions by suit waives any objection based on the judgment or in any other manner provided by law. Nothing in this Agreement forum non conveniens or any other Loan Document objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 8.4 and shall affect any right that not be deemed to be a general submission to the Collateral Agent, jurisdiction of said courts or the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any State of Delaware other Loan Document against any Grantor or its properties in the courts of any jurisdictionthan for such purpose. (b) Each of the parties hereto The Investor hereby irrevocably appoints The Corporation Trust Company, at its office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, its lawful agent and unconditionally waives, attorney to the fullest extent it may legally accept and effectively do so, any objection which it may now or hereafter have to the laying of venue acknowledge service of any suitand all process against it in any action, action suit or proceeding arising out of of, resulting from or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each Agreement, and upon whom such process may be served, with the same effect as if it were a resident of the parties hereto hereby irrevocably waivesState of Delaware, and had been lawfully served with such process in such jurisdiction, and waives all claim of error by reason of such service, provided that in the case of any service upon such agent and attorney, the TDS Parties shall also deliver a copy thereof to the fullest extent permitted by law, Investor at the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to service of process address and in the manner provided for notices specified in Section 7.017.3 hereof. Nothing In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, the Investor will appoint a successor agent and attorney in this Agreement Wilmington, Delaware, reasonably satisfactory to the TDS Parties, with like powers or, if the Investor fails to make such appointment, the Investor hereby authorizes the TDS Parties to appoint such agent. The Investor shall pay the annual fee due The Corporation Trust Company or any other Loan Document will affect such successor agent for acting in such capacity; provided, however, that if the Investor shall fail to make such payment, then the TDS Parties shall have the right of any party hereto to serve process in any other manner permitted by law.do so. * * * * *

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may brought by it or any of its Affiliates against any Agent, Issuing Bank or Lender shall be brought, and shall be heard and determined determined, only in such New York State court or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Loan Party or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14such New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby The Borrower irrevocably consents to service of process in the manner provided for notices in Section 7.019.1. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of The Bank hereby expressly accepts the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court in the Borough of the United States Manhattan, The City of America, sitting in New York City, and any appellate court from any thereof, in respect of any action or proceeding arising out of or relating to based upon this Agreement which may be instituted in any such court by any Underwriter; provided, however, that such acceptance of jurisdiction shall not extend to actions brought under United States Federal securities laws or any other Loan Documentstate securities laws. Notwithstanding the foregoing, any action arising out of or for recognition based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat. (b) The Bank hereby appoints the Ambassador of the European Union to the United States, with address at Delegation of the European Union to the United States, 2▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or enforcement based upon this Agreement which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by any Underwriter; provided, however, that such appointment shall not extend to actions brought under United States Federal securities laws or any state securities laws. Such appointment, which has been accepted, shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Authorized Agent of the Bank and the acceptance of such appointment by such successor Authorized Agent. The Bank will take any and all action, including the filing of any judgmentand all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 18(b), as such address may be changed within the United States by notice given by the Authorized Agent to each party hereto, and each written notice of such service to the Bank (mailed by registered airmail or delivered in person to the President of the parties hereto Bank at its address specified in Section 16) shall be deemed, in every respect, effective service of process upon the Bank. (c) The Bank 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, waives (to the extent permitted by law, in such Federal court. Each of including, without limitation, EU law applicable to the parties hereto agrees that a final judgment Bank) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by any Underwriter; provided, however, that this waiver shall not extend to actions brought under United States Federal securities laws or any state securities laws. This waiver is intended to be effective upon the execution of this Agreement without any further act by the Bank before any such action or proceeding court, and introduction of a true copy of this Agreement into evidence shall be conclusive and may be enforced in other jurisdictions by suit on final evidence of such waiver. Notwithstanding the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agentforegoing, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each property and assets of the parties hereto hereby irrevocably Bank within the Member States are not, except by judicial decision and unconditionally waives, to with the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each authorization of the parties hereto hereby irrevocably waivesEuropean Court of Justice, subject to the fullest extent permitted attachment or to seizure by law, the defense way of an inconvenient forum to the maintenance of such action or proceeding in any such courtexecution. (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrowers or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Parent and the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrower, Parent or its their respective properties in the courts of any jurisdiction. (b) Each of Parent and the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) The Administrative Agent, each Lender and the Borrower 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 any indirect, special, exemplary, punitive or consequential damages.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, New York County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars, into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of dollars for delivery two Business Days thereafter. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase dollars with the Judgment Currency. If the amount of dollars so purchased is less than the sum originally due to the Administrative Agent in dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Senior Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the either Senior Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Senior Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Senior Loan Document against any Grantor Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Senior Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0115. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property (and, in the case of the Borrower, its Restricted Subsidiaries and their property, ) to the exclusive jurisdiction of any New York State court or the Federal court of the United States Southern District of AmericaNew York, sitting in New York Cityeach case located in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment (except to the extent the Collateral Agent requires submission to any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment), and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Loan Parties or its their properties in the courts of any jurisdiction. (ba) Each of the parties party hereto hereby irrevocably and unconditionally waives, on behalf of itself and the other Loan Parties, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any New York State or Federal court referred to in paragraph (a) of this Section 7.1412.2. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (cb) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01 of the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court located in New York City, Borough of Manhattan, or Federal court of the United States of America, America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than with respect to any action or proceeding by the Administrative Agent, the Collateral Agent, the Borrower or any other Loan DocumentParty in respect of rights under any Security Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative AgentArrangers, any the Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor Guarantor, or its properties properties, in the courts of any jurisdiction. (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Guarantor not a party to the Credit Agreement hereby appoints BCP Crystal US Holdings Corp. at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ as its agent for service of process, such appointment to be on the same basis as set forth in Section 9.15(c) of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by lawCredit Agreement.

Jurisdiction; Consent to Service of Process. (a) Each of The Seller Parent and the parties hereto Purchaser hereby irrevocably and unconditionally submits, for itself and its property, submit to the exclusive competent personal jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of America, New York sitting in New York CityCounty or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County (and any appellate court from any thereof, in ) over any action or proceeding dispute arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of the transactions contemplated hereby to the exclusion of any judgmentother courts situated elsewhere, and each of the parties hereto Seller Parent and the Purchaser hereby irrevocably and unconditionally agrees that all claims in respect of such dispute or any such suit, action or proceeding related thereto may be heard and determined in any such New York State orcourt. The Seller Parent and the Purchaser hereby irrevocably waive, to the fullest extent permitted by lawapplicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such Federal courtcourt or any defense of inconvenient forum for the maintenance of such dispute. Each of The Seller Parent and the parties hereto agrees Purchaser agree that a final judgment in any such action or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdictionLaw. (b) Each of The Seller Parent and the parties hereto Purchaser hereby irrevocably and unconditionally waives, consents to the fullest extent it may legally and effectively do so, process being served by any objection which it may now or hereafter have party to the laying of venue of this Agreement in any suit, action or proceeding arising out by the delivery of or relating to this Agreement or any other Loan Document a copy thereof in any court referred to in paragraph (a) accordance with the provisions of this Section 7.14. 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 court6.6. (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by lawTHE SELLER PARENT AND THE PURCHASER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State court referred to or Federal court of the United States of America sitting in paragraph (a) of this Section 7.14New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.018.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Grantors hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Grantors agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative AgentAgents, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.1411.14. Each of the parties hereto Grantors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Grantors hereby irrevocably consents to service of process in the manner provided for notices in Section 7.0111.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto the Collateral Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, Table of Contents America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to in paragraph (a) of this Section 7.14Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to such Borrower at the address specified for the Loan Parties in Section 9.01(a). Each Foreign Borrower hereby further agrees that service of process in any such action or proceeding brought in any such New York state court or in any such federal court may be made upon the Domestic Borrower at its address specified in Section 9.01(a), and each Foreign Borrower hereby irrevocably appoints the Domestic Borrower as its authorized agent to accept such service of process, and hereby irrevocably agrees that the failure of the Domestic Borrower to give any notice of such service to such Borrower shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Lender or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrower or its any Loan Party or their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of AmericaAmerica or any court of the State of New York, in each case, sitting in New York CityCounty, and any appellate court from any thereof, in any action action, suit, proceeding, claim or proceeding counterclaim arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties party hereto hereby irrevocably and unconditionally agrees that all actions, suits, proceedings, claims in respect and counterclaims arising out of or relating to this Agreement or any such action other Loan Document brought by it or proceeding may any of its Affiliates shall be brought, and shall be heard and determined in such New York State ordetermined, to the extent permitted by law, exclusively in such Federal court or, in the event such Federal court lacks subject matter jurisdiction, such state court. Each of the parties party hereto agrees that a final judgment in any such action action, suit, proceeding, claim or proceeding counterclaim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action action, proceeding, claim or proceeding counterclaim arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New 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 suit, action, proceeding, claim or proceeding counterclaim in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Pledge Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Pledge Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Pledgor or any Lender Secured Creditor may otherwise have to bring any action or proceeding relating to this Pledge Agreement or any the other Loan Document Documents against any Grantor Pledgor or any Secured Creditor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor and each Secured Creditor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Pledge Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Pledge Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0115. Nothing in this Pledge Agreement or any other Loan Document will affect the right of any party hereto to this Pledge Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Syndication Agent, the Joint Lead Arrangers, any Issuing Bank, the LC Facility Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to in paragraph (a) of this Section 7.149.15. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of The Issuer hereby expressly accepts the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court in the Borough of the United States Manhattan, The City of America, sitting in New York City, and any appellate court from any thereof, in respect of any action or proceeding arising out of or relating to based upon the Securities of any Series or this Agreement which may be instituted in any such court by the holder of a Security of such Series; provided, however, that such acceptance of jurisdiction shall not extend to actions brought under United States Federal securities laws or any other Loan Documentstate securities laws. Notwithstanding the foregoing, any action arising out of or for recognition or enforcement based upon the Securities of any judgmentSeries or this Agreement may be instituted by the holder of a Security of such Series in any competent court of the jurisdiction in which the Issuer has its seat. (b) The Issuer hereby appoints the Ambassador of the European Union to the United States, with address at Delegation of the European Union to the United States, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon the Securities of any Series or this Agreement which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by the holder of a Security of such Series; provided, however, that such appointment shall not extend to actions brought under United States Federal securities laws or any state securities laws. Such appointment, which has been accepted, shall be irrevocable so long as any of the Securities of such Series remain outstanding unless and until the appointment of a successor Authorized Agent of the Issuer and the acceptance of such appointment by such successor Authorized Agent. The Issuer will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Section 16(b), as such address may be changed within the United States by notice given by the Authorized Agent to each party hereto, and each written notice of such service to the Issuer (mailed by registered airmail or delivered in person to the President of the parties hereto Issuer at its address specified in Section 14) shall be deemed, in every respect, effective service of process upon the Issuer. (c) The Issuer 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, waives (to the extent permitted by law, in such Federal court. Each of including, without limitation, EU law applicable to the parties hereto agrees that a final judgment Issuer) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon the Securities of any Series or this Agreement which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by the holder of a Security of such action Series; provided, however, that this waiver shall not extend to actions brought under United States Federal securities laws or proceeding any state securities laws. This waiver is intended to be effective upon the execution of this Agreement without any further act by the Issuer before any such court, and introduction of a true copy of this Agreement into evidence shall be conclusive and may be enforced in other jurisdictions by suit on final evidence of such waiver. Notwithstanding the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agentforegoing, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each property and assets of the parties hereto hereby irrevocably Issuer within the Member States are not, except by judicial decision and unconditionally waives, to with the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each authorization of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense Court of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Justice of the parties hereto hereby irrevocably consents European Union, subject to service attachment or to seizure by way of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by lawexecution.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative AgentCollateral Agents, any the Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America, sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor or Grantor or its respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.016.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, New York County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party hereby irrevocably consents and unconditionally submits, for itself and its property, submits to the exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the District of America, sitting in New York City, Delaware and any appellate court from any thereofof the State of Delaware, in any action action, suit or proceeding arising out of of, resulting from or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgmentAgreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State oraction, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action suit or proceeding shall be conclusive brought only in such courts (and may be enforced in other jurisdictions by suit waives any objection based on forum non conveniens or any objection to venue therein); provided, however, that such consent to jurisdiction is solely for the judgment or in any other manner provided by law. Nothing purpose referred to in this Agreement Section 6.13 (a) and shall not be deemed to be a general submission to the jurisdiction of said courts or any the State of Delaware other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdictionthan for such purpose. (ba) Each of the parties hereto The Investor hereby irrevocably appoints The Corporation Trust Company, at its office at 1209 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ America, its lawful agent and unconditionally waives, attorney to the fullest extent it may legally accept and effectively do so, any objection which it may now or hereafter have to the laying of venue acknowledge service of any suitprocess against it in any action, action suit or proceeding arising out of of, resulting from or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each Agreement, and upon whom such process may be served, with the same effect as if the Investor were a resident of the parties hereto hereby irrevocably waivesState of Delaware, 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 service upon such agent and attorney the Company shall also deliver a copy thereof to the fullest extent permitted by law, Investor at the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to service of process address and in the manner provided for notices specified in Section 7.016.03 hereof. Nothing In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, the Investor will appoint a successor agent and attorney in this Agreement Wilmington, Delaware, reasonably satisfactory with like powers, or any other Loan Document will affect if the Investor fails to make such appointment, the Investor hereby authorizes the Company to appoint such agent and attorney for the Investor. The Investor shall pay the annual fee due to The Corporation Trust Company or such successor agent for acting in such capacity; provided, however, that if the Investor shall not make such payment, then the Company shall have the right of any party hereto to serve process in any other manner permitted by lawdo so.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in the State, City and County of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative AgentJoint Book Running Managers, the Senior Co-Manager, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Holdings or its the Borrower or their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of Holdings and the parties hereto hereby Borrower irrevocably consents to appoints Belmond USA Inc. at its address at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent on which any and all legal process may be served in any such action, suit or proceeding brought in any New York State court or Federal court of the United States sitting in New York City. Each of Holdings and the Borrower agrees that service of process in respect of it upon such agent, together with written notice of such service given to it in the manner provided for notices in Section 7.019.01, shall be deemed to be effective service of process upon it in any such action, suit or proceeding. Each of Holdings and the Borrower agrees that the failure of such agent to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any such action, suit or proceeding based thereon. If for any reason such agent shall cease to be available to act as such, each of Holdings and the Borrower agrees to irrevocably appoint another such agent in New York City, as its authorized agent for service of process, on the terms and for the purposes of this Section 9.16(c). Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement Guaranty or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any other Loan Document against any Grantor Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guaranty or any other Loan Document in any court referred to in paragraph (a) of this Section 7.143.12. Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.013.01. Nothing in this Agreement Guaranty or any other Loan Document will affect the right of any party hereto the Collateral Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each party hereto 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, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the borough of Manhattan, and of the United States District Court of the Southern District of New York sitting in the borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, such courts and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to of the State of New York sitting in paragraph (a) the borough of this Section 7.14Manhattan, or the United States District Court of the Southern District of New York sitting in the borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agentany Lender, the Administrative Agent, any Issuing Swing Line Bank or any Lender Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor either Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to located in paragraph (a) of this Section 7.14New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Borrowers hereby irrevocably designates, appoints and empowers CT Corporation System, Inc. presently located at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its designee, appointee and attorney-in-fact to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and attorney-in-fact shall cease to be available to act as such, each Borrower agrees to designate a new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this provision satisfactory to the Administrative Agent. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtfederal court sitting in the Borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or federal court referred to sitting in paragraph (a) the Borough of this Section 7.14Manhattan, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) Nothing set forth in this Section 9.15 shall limit the rights of any Agent or Lender to bring any action arising out of the Loan Documents in any other jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agentany Lender, the Administrative Agent, Agent or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, the Borrower or any Grantor Loan Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to agrees that service of all process in the manner any such proceeding in any such court may be made by registered or certified mail, return receipt requested at its address provided for notices in Section 7.01. Nothing 9.01 agrees that service as so provided in this Agreement or is sufficient to confer personal jurisdiction over the applicable credit party in any other Loan Document will affect such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and agrees that agents and lenders retain the right of any party hereto to serve process in any other manner permitted by lawlaw or to bring proceedings against any credit party in the courts of any other jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Syndication Agent, any Issuing Bank the Arranger or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each The Guarantor agrees that any suit for the enforcement of this Guaranty or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction State of any New York State court or Federal court of the United States of America, sitting in New York CityCounty or any federal court sitting therein, as the Agent may elect in its sole discretion, and consent to the non-exclusive jurisdiction of such courts. The Guarantor hereby waives any appellate court from any thereof, in any action objection which it may now or proceeding arising out of or relating hereafter have to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect venue of any such action suit or proceeding may be heard any such court or that such suit is brought in an inconvenient forum and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Agreement or any other Loan Document Guaranty shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Credit Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document Guaranty against any Grantor the Guarantor or its properties in the courts of any jurisdiction. (b) Each of The Guarantor agrees that any action commenced by the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, Guarantor asserting any objection which it may now claim or hereafter have to the laying of venue of any suit, action counterclaim arising under or proceeding arising out of or relating to in connection with this Agreement Guaranty or any other Loan Document shall be brought solely in any a court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waivesState of New York sitting in New York County or any federal court sitting therein, as the Agent may elect in its sole discretion, and consent to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance exclusive jurisdiction of such action or proceeding in courts with respect to any such courtaction. (c) Each of the parties hereto hereby The Guarantor irrevocably consents to service of process in the manner provided for notices in Section 7.01SECTION 17. Nothing in this Agreement Guaranty or any other Loan Document will affect the right of any party hereto the Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Parent hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America, sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party (as defined in the Collateral Agency Agreement) may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor the Parent or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Parent hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.013. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgmentjudgment rendered in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank Lead Arranger or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, the Borrowers, any Grantor Mortgaged Vessel Owning Subsidiary or its their respective properties in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to of the United States of America sitting in paragraph (a) the Borough of this Section 7.14Manhattan, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) The Cayman Borrower hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the U.S. Borrower, presently located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 9th Floor, New York, New York 10014 (the “Process Agent”). The Cayman Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent to accept such service of any and all such writs, processes and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Cayman Borrower shall not impair or affect the validity of such service or of any judgment based thereon, and the U.S. Borrower hereby accepts its appointment as Process Agent for the Cayman Borrower. If the Process Agent shall cease to serve as agent for the Cayman Borrower to receive service of process hereunder, the Cayman Borrower, on behalf of itself, shall promptly appoint a successor agent reasonably satisfactory to the Administrative Agent. The Cayman Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent by registered or certified mail, postage prepaid, at its address set forth in Section 9.01 of the Credit Agreement.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, or in such Federal court. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph Section 7.14(a) (a) of this it being understood that such waiver shall not require any suit, action or proceeding initiated in any court to be remanded or removed to any court referred to in Section 7.147.14(a)). Each of the parties hereto Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, waives the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto the Agent to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentSenior Debt Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Senior Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Senior Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Senior Debt Documents against any Grantor Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Senior Debt Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0115. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Sponsor Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Sponsor Guarantee Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Sponsor Guarantee Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender Agent may otherwise have to bring any action or proceeding relating to this Sponsor Guarantee Agreement or any other Loan Document against any Grantor the Sponsor Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Sponsor Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Sponsor Guarantee Agreement or any the other Loan Document Documents in any New State court referred to or Federal court of the United States of America sitting in paragraph (a) the Borough of this Section 7.14Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Sponsor Guarantee Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.017. Nothing in this Sponsor Guarantee Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrowers, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of AAMM and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender or the Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against AAMM, the Borrower or any Grantor Guarantor or its their properties in the courts of any jurisdiction. (b) Each of AAMM and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.016.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document Guaranty shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any the other Loan Document Documents against any Grantor a Guarantor or its properties in the courts of any jurisdictionjurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding. (b) Each of the parties hereto Guarantors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guaranty or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Guaranty irrevocably consents to service of process in the manner provided for notices in Section 7.0117 hereof. Nothing in this Agreement or any other Loan Document Guaranty will affect the right of any party hereto to this Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any party hereto or to any of the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender other Loan Documents may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor of the other parties hereto or its thereto or their respective properties in the courts of any jurisdiction. (b) Each of Parent and the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower and Old Sun hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower and Old Sun hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentCredit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral AgentArranger, the Administrative Agent, any the Collateral Agent, the Syndication Agent, the Documentation Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Credit Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Credit Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any Lender or the Administrative Agent, any Issuing Bank or any Lender Agent may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor either Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to located in paragraph (a) of this Section 7.14New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Borrowers hereby irrevocably designates, appoints and empowers CT Corporation System, Inc. presently located at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its designee, appointee and attorney-in-fact to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and attorney-in-fact shall cease to be available to act as such, each Borrower agrees to designate a new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this provision satisfactory to the Administrative Agent. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentExchange Debt Facility Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank obligor or any Lender Exchange Debt Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Exchange Debt Facility Documents against any Grantor or any Exchange Debt Party or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor and each Exchange Debt Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Exchange Debt Facility Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0111. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may will be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) To the extent that any party hereto has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, such party hereby waives such immunity in respect of its obligations hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 10.15(d) shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

Jurisdiction; Consent to Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative AgentLead Arrangers, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, the Borrowers, any Grantor Mortgaged Vessel Owning Subsidiary or its their respective properties in the courts of any jurisdiction. (ba) Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to of the United States of America sitting in paragraph (a) the Borough of this Section 7.14Manhattan, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (cb) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. The Cayman Borrower hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the U.S. Borrower, presently located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 9th Floor, New York, New York 10014 (the “Process Agent”). The Cayman Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent to accept such service of any and all such writs, processes and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Cayman Borrower shall not impair or affect the validity of such service or of any judgment based thereon, and the U.S. Borrower hereby accepts its appointment as Process Agent for the Cayman Borrower. If the Process Agent shall cease to serve as agent for the Cayman Borrower to receive service of process hereunder, the Cayman Borrower, on behalf of itself, shall promptly appoint a successor agent reasonably satisfactory to the Administrative Agent. The Cayman Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent by registered or certified mail, postage prepaid, at its address set forth in Section 9.01 of this Agreement.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State court referred to or Federal court of the United States of America sitting in paragraph (a) of this Section 7.14New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Debtor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State California state court or Federal court of the United States of America, America sitting in New York Citythe Central District of California, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State California or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that that, to the extent permitted by law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Security Agreement or any the other Loan Document Documents against any Grantor Debtor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Debtor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14California State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Security Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Security Agreement or any other Loan Document will affect the right of any party hereto to this Security Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Syndication Agent, any the Arrangers, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan Document, or for recognition or enforcement of any judgmentDocuments, and each of the parties hereto hereby irrevocably and unconditionally agrees that 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 court or, to the extent permitted by applicable law, in such Federal courtcourt referred to above. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor Pledgor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any State or Federal court sitting in the Borough of Manhattan referred to in paragraph (a) of this Section 7.14Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0124. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each The Borrower hereby irrevocably designates, appoints and empowers the Consent Agent, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its properties, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason the parties hereto hereby Consent Agent shall cease to be available to act as such, the Borrower agrees to designate a new Consent Agent in New York City on the terms and for the purposes of this provision satisfactory to the Administrative Agent. The Borrower further irrevocably consents to service of process in the manner provided for notices in Section 7.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.. [THIS SPACE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW]

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, the Borrower or any Grantor or its of their properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.0110.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Administrative Syndication Agent, any Issuing Bank the Arrangers or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State state court or Federal court of the United States of America, America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan DocumentIncremental Assumption Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Incremental Assumption Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agents or any Lender may otherwise have to bring any action or proceeding relating to this Incremental Assumption Agreement or any other Loan Document against any Grantor Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (ba) Each of the parties hereto Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Incremental Assumption Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (cb) Each of party to this Incremental Assumption Agreement irrevocably, to the parties hereto hereby irrevocably extent permitted under applicable law, consents to service of process in the manner provided for notices in Section 7.019.01 of the Fourth Amended and Restated Credit Agreement. Nothing in this Incremental Assumption Agreement or any other Loan Document will affect the right of any party hereto to this Incremental Assumption Agreement to serve process in any other manner permitted by law. (c) Each Loan Party hereby irrevocably designates and appoints ▇▇▇▇▇▇▇▇ Consumer Products Holdings LLC as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Incremental Assumption Agreement that may be instituted by the Administrative Agent, any Collateral Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to ▇▇▇▇▇▇▇▇ Consumer Products Holdings LLC, with written notice of said service to such Loan Party at the address set forth in Section 9.01 of the Fourth Amended and Restated Credit Agreement shall be effective service of process for any action, suit or proceeding brought in any such court.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Pledgor and Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentTransaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Trustee or any Lender other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Transaction Documents against any Grantor Pledgor and Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Pledgor and Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Transaction Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.013.7. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower or its properties in the courts of any jurisdictionjurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01 excluding service of process by mail. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower, the Agents and the Lenders hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. The Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any (other Loan Document than Section 8.09) shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender or Agent may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any other Loan Document against any Grantor Party or its their properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrower, the Agents, and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or federal court referred to sitting in paragraph (a) of this Section 7.14New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document Guaranty shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank Agent or any Lender other Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any the other Loan Document Documents against any Grantor such Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Guaranty or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Guaranty irrevocably consents to service of process in the manner provided for notices in Section 7.019.01 of the Term Loan Credit Agreement. Nothing in this Agreement or any other Loan Document Guaranty will affect the right of any party hereto to this Guaranty to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America, sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan DocumentAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor the Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law. (d) To the extent that the Borrower has, or hereafter may be entitled to claim, any immunity (whether sovereign or otherwise) from suit, jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself, the Borrower hereby waives such immunity in respect of its obligations hereunder and any other Loan Document to the fullest extent permitted by applicable law and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 9.15(d) shall be effective to the fullest extent now or hereafter permitted under the Foreign Sovereign Immunities Act of 1976 (as amended, and together with any successor legislation) and are, and are intended to be, irrevocable for purposes thereof.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agentany Lender, the Administrative Agent, any Issuing Swing Line Bank or any Lender Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor either Borrower or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any New York State or Federal court referred to located in paragraph (a) of this Section 7.14New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto Borrowers hereby irrevocably designates, appoints and empowers CT Corporation System, Inc. presently located at 111 Eighth Avenue, New York, New York 10011, as its designee, appoi▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇t and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and attorney-in-fact shall cease to be available to act as such, each Borrower agrees to designate a new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this provision satisfactory to the Administrative Agent. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Holdings and each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Lender or any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against Holdings, any Grantor Borrower or its any Loan Party or their properties in the courts of any jurisdiction. (b) Each of the parties hereto Holdings and each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Loan Party party hereto irrevocably and unconditionally appoints BCP Crystal US Holdings Corp. with an office on the date hereof at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, -▇▇▇- ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and its successors hereunder (the "PROCESS AGENT"), as its agent to receive on behalf of each such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against it in the State of New York. Such service may be made by mailing or delivering a copy of such process to the respective Loan Party in care of the parties hereto hereby Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably consents authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the respective Loan Party, or failure of the respective Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party hereto covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the manner provided for notices Process Agent to act as such. Each Loan Party hereto further covenants and agrees to maintain at all times an agent with offices in Section 7.01New York City to act as its Process Agent. Nothing herein shall in this Agreement or any other Loan Document will affect way be deemed to limit the right of any party hereto ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America, America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any the other Loan DocumentDocuments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Administrative Agent, the Administrative Agent, any Issuing Bank Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against any Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction. (b) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.019.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America, sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. (b) Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any the other Loan Document Documents in any court referred to in paragraph (a) of this Section 7.14New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by law.