Common use of Service of Process Clause in Contracts

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. IN ADDITION TO THE FULLEST EXTENT PERMITTED METHODS OF SERVICE ALLOWED BY APPLICABLE LAWTHE NEW YORK STATE CIVIL PRACTICE LAW & RULES (“CPLR”), GUARANTOR HEREBY CONSENTS, IN THE PLEDGOR IRREVOCABLY CONSENTS EVENT OF DEFAULT HEREUNDER, TO SERVICE OF PROCESS IN UPON HIM/HER/THEM BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED. SERVICE HEREUNDER SHALL BE DEEMED COMPLETED UPON GUARANTOR’S ACTUAL RECEIPT OF THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY UPON BUYER’S RECEIPT OF THE TRANSACTIONS CONTEMPLATED HEREBY RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR UNDELIVERABLE. GUARANTOR SHALL PROMPTLY NOTIFY BUYER, IN WRITING, OF EACH AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS EVERY CHANGE OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT ADDRESS TO RECEIVE WHICH SERVICE OF PROCESS IN NEW YORKSHALL BE MADE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER BUYER TO THE LAST KNOWN GUARANTOR’S ADDRESS SHALL BE SUFFICIENT. GUARANTOR WILL HAVE THIRTY (30) CALENDAR DAYS FROM THE DATE OF DELIVERY (OR ATTEMPTED DELIVERY) OF THE SERVICE OF PROCESS AGENT APPOINTED HEREUNDER IN WHICH TO RESPOND. FURTHERMORE, GUARANTOR EXPRESSLY CONSENTS THAT ANY AND ALL NOTICE(S), DEMAND(S), REQUEST(S) OR OTHER COMMUNICATION(S) UNDER AND PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE AGREEMENT SHALL BE DELIVERED IN ACCORDANCE WITH THE PROVISIONS OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWAGREEMENT.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.16 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, THE LUX BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE U.S. BORROWER (AND THE U.S. BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE U.S. BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE LUX BORROWER AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. THE PURCHASER AND COMPANY AGREE THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO COMPANY AT THE ADDRESS SET FORTH IN SECTION 6.2 OR AT SUCH OTHER ADDRESS OF WHICH THE PURCHASER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. THE PURCHASER AND COMPANY AGREE THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON COMPANY IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORKUPON AND PERSONAL DELIVERY TO COMPANY. SOLELY TO THE FULLEST EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, SHOULD THE PLEDGOR HEREBY CONSENTS OTHER PARTY, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, SUCH PARTY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST SUCH PARTY AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPAPERS.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1210.02 OF THE CREDIT AGREEMENT. PLEDGOR EACH FOREIGN OBLIGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCHTHE COMPANY, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT AND CONSENTS TO THE SERVICE OF PROCESS IN NEW YORK. OUT OF ANY SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH AGENT AT SUCH ADDRESS, AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO : (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS UPON IT IN ANY ACTIONSUCH SUIT, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING; AND (II) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. IF ANY AGENT APPOINTED BY ANY PERSON PARTY HERETO REFUSES TO ACCEPT SERVICE, SUCH PERSON HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL UPON RECEIPT CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS AGREEMENT WILL HEREIN CONTAINED SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ANY OTHER PERSON PARTY HERETO TO BRING PROCEEDINGS AGAINST SUCH PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1210.02. PLEDGOR EACH FOREIGN OBLIGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. THE COMPANY AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT AND CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH AGENT IN NEW YORK. THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02, AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO : (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS UPON IT IN ANY ACTIONSUCH SUIT, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING; AND (II) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. IF ANY AGENT APPOINTED BY ANY PERSON PARTY HERETO REFUSES TO ACCEPT SERVICE, SUCH PERSON HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL UPON RECEIPT CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS AGREEMENT WILL HEREIN CONTAINED SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ANY OTHER PERSON PARTY HERETO TO BRING PROCEEDINGS AGAINST SUCH PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. BORROWER AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO BORROWER AT THE ADDRESS SET FORTH IN SECTION 6.3 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. BORROWER AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORKUPON AND PERSONAL DELIVERY TO BORROWER. SOLELY TO THE FULLEST EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS SHOULD BORROWER, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST BORROWER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPAPERS. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE LENDER’S RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, EACH DESIGNATED BORROWER HEREBY IRREVOCABLY APPOINTS THE COMPANY AS ITS AUTHORIZED AGENT WITH ALL POWERS NECESSARY TO RECEIVE ON ITS BEHALF SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS IN ANY OF SUCH COURTS IN AND OF THE STATE OF NEW YORK. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO A DESIGNATED BORROWER IN CARE OF THE COMPANY AT ITS ADDRESS FOR NOTICES PROVIDED FOR IN SECTION 10.02, AND EACH DESIGNATED BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE COMPANY TO ACCEPT SUCH SERVICE ON ITS BEHALF AND AGREES THAT THE FAILURE OF THE COMPANY TO GIVE ANY NOTICE OF ANY SUCH SERVICE TO SUCH DESIGNATED BORROWER SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. THE COMPANY HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT AS PROCESS AGENT.

Service of Process. GUARANTOR (I) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NON-EXCLUSIVE JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENTGUARANTY, OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT, THE PURCHASER OR ANY OF THE TRANSACTIONS CONTEMPLATED THEIR RESPECTIVE SUCCESSORS OR ASSIGNS AND (II) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE PLEDGOR UNDER ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID SUIT, ACTION OR PROCEEDING IS BROUGHT IN FULL MAINTAIN A DULY AUTHORIZED AGENT AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (III) HEREBY AGREES NOT TO RECEIVE SERVICE OF PROCESS ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN NEW YORKANY SUCH ACTION, SUIT OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES OF THIS GUARANTY, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE AGENT AND THE PURCHASER. FINAL JUDGMENT AGAINST GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT OR THE PURCHASER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST GUARANTOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE GUARANTOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. EACH PARTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1214.1. PLEDGOR HEREBY EACH FOREIGN SUBSIDIARY BORROWER IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHTHE COMPANY, LTD. AS ITS AGENT FOR AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED NATURE REFERRED TO IN SECTION 16.2 IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY. THE COMPANY HEREBY REPRESENTS, WARRANTS AND AGREES CONFIRMS THAT IT WILL AT ALL TIMES THE COMPANY HAS AGREED TO ACCEPT SUCH APPOINTMENT (AND ANY SIMILAR APPOINTMENT BY A GUARANTOR WHICH IS A FOREIGN SUBSIDIARY). SAID DESIGNATION AND APPOINTMENT SHALL BE IRREVOCABLE BY EACH SUCH FOREIGN SUBSIDIARY BORROWER UNTIL ALL OBLIGATIONS OF THE PLEDGOR LOANS, ALL REIMBURSEMENT OBLIGATIONS, INTEREST THEREON AND ALL OTHER AMOUNTS PAYABLE BY SUCH FOREIGN SUBSIDIARY BORROWER HEREUNDER AND UNDER THE FINANCE OTHER LOAN DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF AND SUCH FOREIGN SUBSIDIARY BORROWER SHALL HAVE BEEN TERMINATED AS A DULY AUTHORIZED AGENT BORROWER HEREUNDER PURSUANT TO RECEIVE SECTION 2.22. EACH FOREIGN SUBSIDIARY BORROWER HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN SECTION 16.2 IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY BY SERVICE OF PROCESS UPON THE COMPANY AS PROVIDED IN NEW YORKTHIS SECTION 16.3; PROVIDED THAT, TO THE EXTENT LAWFUL AND POSSIBLE, NOTICE OF SAID SERVICE UPON SUCH AGENT SHALL BE MAILED BY REGISTERED OR CERTIFIED AIR MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE COMPANY AND (IF APPLICABLE TO) SUCH FOREIGN SUBSIDIARY BORROWER AT ITS ADDRESS SET FORTH IN THE ASSUMPTION LETTER TO WHICH IT IS A PARTY OR TO ANY OTHER ADDRESS OF WHICH SUCH FOREIGN SUBSIDIARY BORROWER SHALL HAVE GIVEN WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT (WITH A COPY THEREOF TO THE COMPANY). EACH FOREIGN SUBSIDIARY BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE ALL CLAIM OF PROCESS ERROR BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE REASON OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOODBE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH FOREIGN SUBSIDIARY BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND SUFFICIENT PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH FOREIGN SUBSIDIARY BORROWER. TO THE PLEDGOR EXTENT ANY FOREIGN SUBSIDIARY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH FOREIGN SUBSIDIARY BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGOBLIGATIONS UNDER THE LOAN DOCUMENTS. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. EACH PARTY HERETO (EACH A “SUBMITTING PARTY”) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN CONNECTION WITH NEW YORK COUNTY, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO THE SUBJECT MATTER HEREOF AND ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF). EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF AND ANY OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY OF SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKSAME SUBJECT MATTER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 7.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.16 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, THE BORROWER AND HOLDINGS HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE BORROWER (AND THE BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE BORROWER AND HOLDINGS AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. COMPANY AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO COMPANY AT THE ADDRESS SET FORTH IN SECTION 7.3 OR AT SUCH OTHER ADDRESS OF WHICH THE PURCHASERS SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. COMPANY AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON COMPANY IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORKUPON AND PERSONAL DELIVERY TO COMPANY. SOLELY TO THE FULLEST EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS SHOULD COMPANY, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, COMPANY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST COMPANY AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPAPERS. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE PURCHASERS’ RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO BROUGHT AGAINST THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS THE BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF THE BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. THE BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON FURNISH TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGADMINISTRATIVE AGENT A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO THE ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, COLLATERAL AGENT, L/C ISSUERS AND LENDERS TO BRING PROCEEDINGS AGAINST THE BORROWER OR ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT PERMITTED BY SECTION 10.14(B). IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS THE BORROWER’S OR EACH GUARANTOR’S AGENT, THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO THE ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, EACH DESIGNATED BORROWER HEREBY IRREVOCABLY APPOINTS THE COMPANY AS ITS AUTHORIZED AGENT WITH ALL POWERS NECESSARY TO RECEIVE ON ITS BEHALF SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS IN ANY OF SUCH COURTS IN AND OF THE STATE OF NEW YORK. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO A DESIGNATED BORROWER IN CARE OF THE COMPANY AT ITS ADDRESS FOR NOTICES PROVIDED FOR IN SECTION 11.02, AND EACH DESIGNATED BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE COMPANY TO ACCEPT SUCH SERVICE ON ITS BEHALF AND AGREES THAT THE FAILURE OF THE COMPANY TO GIVE ANY NOTICE OF ANY SUCH SERVICE TO SUCH DESIGNATED BORROWER SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. THE COMPANY HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT AS PROCESS AGENT.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.11.4 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, EACH OF THE OTHER BORROWERS APPOINTS AND EMPOWERS THE US BORROWER (AND THE US BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT) AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE US BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH OF THE OTHER BORROWERS AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN PENNSYLVANIA ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX , XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BROUGHT AGAINST BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID L/C ISSUER AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S OR EACH GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX , XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO BROUGHT AGAINST THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS THE BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF THE BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. THE BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID L/C ISSUER, SWING LINE LENDER, AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO BRING PROCEEDINGS AGAINST THE BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS THE BORROWER’S OR EACH GUARANTOR’S AGENT, THE BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1210.03. PLEDGOR EACH FOREIGN OBLIGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. THE COMPANY AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT AND CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH AGENT IN NEW YORK. THE MANNER PROVIDED FOR NOTICES IN SECTION 10.03, AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO : (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS UPON IT IN ANY ACTIONSUCH SUIT, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING; AND (II) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. IF ANY AGENT APPOINTED BY ANY PERSON PARTY HERETO REFUSES TO ACCEPT SERVICE, SUCH PERSON HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL UPON RECEIPT CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS AGREEMENT WILL HEREIN CONTAINED SHALL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ANY OTHER PERSON PARTY HERETO TO BRING PROCEEDINGS AGAINST SUCH PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. TRUSTOR HEREBY WAIVES PERSONAL SERVICE UPON IT ------------------ AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, WITH AN OFFICE ON THE DATE HEREOF AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH PERSON WHICH IRREVOCABLY AGREE IN WRITING TO THE FULLEST EXTENT PERMITTED SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS DEED OF TRUST, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH PERSON TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO TRUSTOR AT ITS ADDRESS PROVIDED HEREIN EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12PROCESS. PLEDGOR IF ANY AGENT APPOINTED BY TRUSTOR REFUSES TO ACCEPT SERVICE, TRUSTOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST TRUSTOR IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. EACH PARTY HERETO (EACH A "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT), THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AND AGREES WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF ARE COMPULSORY OR OTHERWISE ARISE FROM THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKSAME SUBJECT MATTER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACX XXXXX XXX XXXXXXXXXX XXXXX XX XXXX XXXXXX MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPROCEEDING MAY BE MADE BY THE MAILING OF COPIES THEREOF BY EXPRESS OR OVERNIGHT MAIL OR COURIER, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS REFERRED TO IN SECTION 5(a). NOTHING IN THIS AGREEMENT WILL GUARANTY SHALL AFFECT THE ANY RIGHT OF EITHER THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED MANNER. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS AND DESIGNATES SUNPOWER CORPORATION, A DELAWARE CORPORATION, AS ITS AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY; ANY SUCH SERVICE MAY BE EFFECTED BY APPLICABLE LAWDELIVERY TO SUNPOWER CORPORATION AT: TOTAL S.A., C/O SUNPOWER CORPORATION, ATTN: CORPORATE SECRETARY, 00 XXX XXXXXX, SAN JOSE, CALIFORNIA 95134. THE GUARANTOR AGREES THAT ANY FAILURE OF (I) SUNPOWER CORPORATION TO DELIVER TO THE GUARANTOR A COPY OF ANY SUCH PROCESS OR (II) THE GUARANTOR TO RECEIVE ANY SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 128.01. PLEDGOR HEREBY THE DUTCH BORROWER IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHTHE COMPANY, LTD. AS ITS AGENT FOR AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED NATURE REFERRED TO IN SECTION 8.14(A) IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY. THE COMPANY HEREBY REPRESENTS, WARRANTS AND AGREES CONFIRMS THAT IT WILL AT ALL TIMES THE COMPANY HAS AGREED TO ACCEPT SUCH APPOINTMENT. SAID DESIGNATION AND APPOINTMENT SHALL BE IRREVOCABLE BY THE DUTCH BORROWER UNTIL ALL OBLIGATIONS OF THE PLEDGOR ADVANCES, ALL REIMBURSEMENT OBLIGATIONS, INTEREST THEREON AND ALL OTHER AMOUNTS PAYABLE BY SUCH DUTCH BORROWER HEREUNDER AND UNDER THE FINANCE OTHER LOAN DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF. THE DUTCH BORROWER HEREBY CONSENTS TO RECEIVE PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN SECTION 8.14(A) IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY BY SERVICE OF PROCESS UPON THE COMPANY AS PROVIDED IN NEW YORKTHIS SECTION 8.15; PROVIDED THAT, TO THE EXTENT LAWFUL AND POSSIBLE, NOTICE OF SAID SERVICE UPON SUCH AGENT SHALL BE MAILED BY REGISTERED OR CERTIFIED AIR MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE COMPANY AND (IF APPLICABLE TO) THE DUTCH BORROWER. THE DUTCH BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE ALL CLAIM OF PROCESS ERROR BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE REASON OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOODBE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE DUTCH BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND SUFFICIENT PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO THE PLEDGOR DUTCH BORROWER. TO THE EXTENT THE DUTCH BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE DUTCH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGOBLIGATIONS UNDER THE LOAN DOCUMENTS. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.16 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, EACH LOAN PARTY (OTHER THAN THE BORROWER) PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE BORROWER (AND THE BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. IF FOR ANY REASON THE BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH SUCH LOAN PARTY AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. EACH PARTY (EACH A "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NON-EXCLUSIVE JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENTCREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO THE LETTERS OF CREDIT) OR THE SUBJECT MATTER HEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER IN STATE COURT TO FEDERAL COURT OR TO REMAND TO STATE COURT ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER IN FEDERAL COURT, AND (C) HEREBY AND WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER HEREOF. EACH SUBMITTING PARTY HEREBY AGREES THAT THE PROCESS BY WHICH ANY SUIT, ACTION OR PROCEEDING IS BEGUN MAY BE SERVED ON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. BY BEING DELIVERED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PERSON AND AT THE PLEDGOR ADDRESS SET FORTH IN SECTION 13.1. EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION PERSON AND APPOINTS SUCH AGENT AS AT THE ADDRESS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGSECTION 13.1. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. THE SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS IN ACCORDANCE WITH THE PROVISIONS HEREOF IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS. FINAL JUDGMENT AGAINST THE SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT EACH PARTY MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES THAT THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWADDRESS SPECIFIED IN SCHEDULE II. EACH PARTY HERETO HEREBY AGREES THAT SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH CASE, IN ACCORDANCE HEREWITH, SHALL CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH PARTY, AND EACH PARTY HERETO HEREBY AGREES THAT THE PLEDGOR IRREVOCABLY CONSENTS FAILURE OF ANY OF ITS AGENTS TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY SHALL NOT IMPAIR OR AFFECT IN ANY WAY THE VALIDITY OF PROCESS SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT RENDERED IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12ANY ACTION OR PROCEEDING BASED THEREON. PLEDGOR KINGSLAND FURTHER HEREBY IRREVOCABLY DESIGNATES, APPOINTS NATIONAL CORPORATE RESEARCHAND EMPOWERS CORPORATION SERVICE COMPANY, LTD. WITH OFFICES AT 0000 XXXXXX XX XXX XXXXXXXX, XX, XX 00000 AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. IF, FOR ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS REASON, SUCH AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SET FORTH ABOVESUCH, IT BEING AGREED THAT SERVICE KINGSLAND AGREES TO DESIGNATE A NEW AGENT IN SUCH MANNER SHALL CONSTITUTE GOODTHE CITY OF NEW YORK, VALID AND SUFFICIENT SERVICE UPON IN THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN STATE OF NEW YORK FOR THE PURPOSES OF THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO PROVISION REASONABLY SATISFACTORY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWUNITED.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWERS HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. DESIGNATE AND APPOINT CT CORPORATION SYSTEM AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BORROWERS TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST SUCH BORROWERS WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN TEXAS, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWERS TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS SUCH AGENT AS BORROWERS AT ITS ADDRESS SET FORTH ABOVEIN SECTION 10, IT BEING AGREED THAT BUT THE FAILURE OF SUCH BORROWERS TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWERS SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON FURNISH TO LENDER A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST BORROWERS IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWERS’ AGENT, BORROWERS HEREBY IRREVOCABLY AGREE TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO LENDER TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO LENDER THE WRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO LENDER) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 100 XXXXXX XXXXXX , XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BROUGHT AGAINST BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID L/C ISSUER AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S OR EACH GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING9.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, EACH LOAN PARTY THAT IS A FOREIGN SUBSIDIARY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AS SUCH PERSON’S AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY ACTION, LITIGATION OR PROCEEDING, AND AGREES THAT THE FAILURE OF THE COMPANY TO GIVE ANY NOTICE OF ANY SUCH SERVICE SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT RENDERED IN ANY ACTION, LITIGATION OR PROCEEDING BASED THEREON. THE COMPANY HEREBY CONFIRMS THAT IT HAS AGREED TO ACCEPT SUCH APPOINTMENT (AND ANY SIMILAR APPOINTMENT BY ANY OTHER PERSON THAT IS A FOREIGN SUBSIDIARY THAT BECOMES A PARTY TO THIS AGREEMENT AFTER THE EFFECTIVE DATE). THE DESIGNATION AND APPOINTMENT MADE PURSUANT TO THE PRECEDING SENTENCE SHALL BE IRREVOCABLE BY THE COMPANY AND EACH LOAN PARTY THAT IS A FOREIGN SUBSIDIARY. IF THE FOREGOING APPOINTMENT IS TERMINATED FOR ANY REASON, THE COMPANY WILL APPOINT A REPLACEMENT AGENT FOR SERVICE OF PROCESS.

Service of Process. THE COMPANY AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE COMPANY AT THE ADDRESS SET FORTH IN SECTION 7.3 OR AT SUCH OTHER ADDRESS OF WHICH THE PURCHASERS SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. THE COMPANY AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE COMPANY IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORK. UPON AND PERSONAL DELIVERY TO THE FULLEST COMPANY. SOLELY TO THE EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, SHOULD THE PLEDGOR HEREBY CONSENTS COMPANY, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, THE COMPANY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST COMPANY AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPAPERS. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE PURCHASERS’ RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1211.02. PLEDGOR HEREBY EACH OF THE BORROWER AND ANY OTHER LOAN PARTY THAT IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHIRONSOURCE USA, LTDINC. AS ITS AUTHORIZED AGENT FOR TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF REFERRED TO IN THIS AGREEMENTSECTION 11.14 IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, OR THE SUBJECT MATTER HEREOF OR ANY AND HEREBY CONSENTS TO SUCH PROCESS BEING SERVED TO IRONSOURCE USA, INC. EACH OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES ANY OTHER LOAN PARTY THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR IS ORGANIZED UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN LAWS OF A DULY AUTHORIZED AGENT TO RECEIVE SERVICE JURISDICTION OUTSIDE THE UNITED STATES OF PROCESS IN NEW YORK. AMERICA IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE ALL CLAIM OF PROCESS ERROR BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE REASON OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOODBE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE BORROWER OR SUCH LOAN PARTY, AS APPLICABLE, IN ANY SUCH SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND SUFFICIENT PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO THE PLEDGOR BORROWER OR SUCH LOAN PARTY, AS APPLICABLE. TO THE EXTENT THE BORROWER OR ANY OTHER LOAN PARTY NOT ORGANIZED UNDER THE LAWS OF THE UNITED STATES HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, 157 ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH OF THE BORROWER AND SUCH OTHER LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH OBLIGATIONS UNDER THE LOAN DOCUMENTS. IRONSOURCE USA, INC. HEREBY REPRESENTS, WARRANTS AND CONFIRMS THAT IT HAS AGREED TO ACCEPT SUCH APPOINTMENT (AND ANY SUCH ACTION OR PROCEEDINGSIMILAR APPOINTMENT BY ANY LOAN PARTY THAT IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA). NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. CAMBER AND COMPANY AGREE THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO COMPANY AT THE ADDRESS SET FORTH IN SECTION 6.2 OR AT SUCH OTHER ADDRESS OF WHICH CAMBER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. CAMBER AND COMPANY AGREE THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON COMPANY IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORKUPON AND PERSONAL DELIVERY TO COMPANY. SOLELY TO THE FULLEST EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, SHOULD THE PLEDGOR HEREBY CONSENTS OTHER PARTY, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, SUCH PARTY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST SUCH PARTY AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPAPERS.

Service of Process. ANY ACTIONS OR PROCEEDINGS, WHETHER AT LAW OR IN EQUITY, SEEKING TO ENFORCE OR TO ENJOIN THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE ENFORCEMENT OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT PROVISION OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR BASED ON ANY RIGHT ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT, TRIED AND LITIGATED AGAINST ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS PARTIES IN THE COURTS OF THE PLEDGOR UNDER STATE OF COLORADO, OR, IF IT HAS OR CAN ACQUIRE JURISDICTION, IN THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PROCESS IN NEW YORK. TO COLORADO, AND EACH OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR PARTIES HEREBY CONSENTS TO SERVICE THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY AND ALL POSSIBLE OBJECTIONS TO VENUE LAID THEREIN, INCLUDING WITHOUT LIMITATION FORUM NON CONVENIENS. PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD BY REGISTERED MAIL, PREPAID FEDERAL EXPRESS, DHL OR SIMILAR OTHER INTERNATIONAL AIR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT EXECUTIVE AT THE LAST KNOWN ADDRESS PROVIDED TO THIS SECTION 17THE COMPANY IN WRITING, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS THE COMPANY AT THE ADDRESS SET FORTH ABOVEIN SECTION 9(m) HEREIN OR SUCH OTHER ADDRESS PROVIDED TO EXECUTIVE IN WRITING, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT LAST KNOWN ADDRESS OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY ALL OTHER MANNER PERMITTED BY APPLICABLE LAWADDRESSEES.

Service of Process. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF BROUGHT BY THE ADMINISTRATIVE AGENT OR A LENDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS THEIR SUCCESSORS OR ASSIGNS IN EITHER OF THE PLEDGOR UNDER ABOVE-REFERENCED FORUMS AT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN SOLE OPTION OF THE ADMINISTRATIVE AGENT OR A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKLENDER. THE BORROWER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE PLEDGOR SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. THE BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT ITS ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN PURSUANT TO THIS SECTION 17, 13.1 HEREOF. THE BORROWER AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS. FINAL JUDGMENT AGAINST THE BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE BORROWER THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE BORROWER OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL CXXXX XX XXX XXXXXX XXXXXX XX XX XXX XXXXXXX OR PLACE WHERE THE BORROWER OR SUCH ASSETS MAY BE FOUND.

Service of Process. EACH CREDIT PARTY (EACH A “SUBMITTING PARTY”) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENTS OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AND AGREES WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF ARE COMPULSORY OR OTHERWISE ARISE FROM THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKSAME SUBJECT MATTER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 14.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OF AMERICA OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX , XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BROUGHT AGAINST BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID EACH L/C ISSUER AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S OR EACH GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO AND UNCONDITIONALLY (I) AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, PRESENTLY LOCATED AT 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, XXXXXX XXXXXX (THE “PROCESS AGENT”) ), AND EACH LOAN PARTY 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 ANY SUCH LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. FOR THE PURPOSES OF THIS SECTION 11.14(d), EACH LOAN PARTY SHALL GRANT AN IRREVOCABLE SPECIAL POWER OF ATTORNEY FOR LAWSUITS AND COLLECTIONS BEFORE A MEXICAN NOTARY PUBLIC IN CONNECTION WITH FAVOR OF THE PROCESS AGENT. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE ANY LOAN PARTY TO RECEIVE SERVICE OF PROCESS HEREUNDER, SUCH LOAN PARTY SHALL PROMPTLY APPOINT A SUCCESSOR AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH LOAN PARTY HEREBY FURTHER CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR IN SUCH COURTS BY THE SUBJECT MATTER HEREOF MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH IN SCHEDULE 11.2; AND (II) AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS NOTHING HEREIN SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT TO EFFECT SERVICE OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT TO XXX IN ANY OTHER JURISDICTION.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING11.02. NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. IF ANY CREDIT PARTY THAT IS NOT ORGANIZED IN THE UNITED STATES DOES NOT HAVE A PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OR ANY STATE OR OTHER POLITICAL SUBDIVISION THEREOF (EACH, A “FOREIGN CREDIT PARTY”), SUCH FOREIGN CREDIT PARTY HEREBY IRREVOCABLY DESIGNATES AND APPOINTS FMCH (IN SUCH CAPACITY, THE “PROCESS AGENT”), AS ITS AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN THIS SECTION 11.15 IN ANY FEDERAL OR NEW YORK STATE COURT, AND HEREBY CONSENTS TO PROCESS BEING SERVED UPON THE PROCESS AGENT IN ANY SUCH SUIT, ACTION OR PROCEEDING. EACH FOREIGN CREDIT PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIM OF ERROR BY REASON OF ANY SUCH SERVICE AND AGREES THAT SUCH SERVICE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH FOREIGN CREDIT PARTY. NOTHING IN THIS PROVISION SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST A FOREIGN CREDIT PARTY IN THE COURTS OF ANY JURISDICTION OR JURISDICTIONS. THE DESIGNATION AND APPOINTMENT OF THE PROCESS AGENT SHALL BE IRREVOCABLE UNTIL ALL PRINCIPAL AND INTEREST AND ALL OTHER AMOUNTS PAYABLE BY ANY FOREIGN CREDIT PARTY UNDER THIS CREDIT AGREEMENT AND ANY OTHER CREDIT DOCUMENT SHALL HAVE BEEN PAID IN FULL IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF. IF SUCH AGENT SHALL CEASE SO TO ACT, EACH FOREIGN CREDIT PARTY COVENANTS AND AGREES TO DESIGNATE IRREVOCABLY AND APPOINT WITHOUT REASONABLE DELAY ANOTHER SUCH AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.16 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, THE PARENT BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE U.S. BORROWER (AND THE U.S. BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE U.S. BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE PARENT BORROWER AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. THE LESSOR AND THE LESSEE, RESPECTIVELY, HEREBY IRREVOCABLY SUBMIT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENTLEASE, OR THE SUBJECT MATTER HEREOF OR ANY PROJECT DOCUMENT BROUGHT BY THE AGENT OR ANY OF ITS SUCCESSORS OR ASSIGNS IN EITHER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL ABOVE-REFERENCED FORUMS AT ALL TIMES UNTIL ALL OBLIGATIONS THE SOLE OPTION OF THE PLEDGOR UNDER AGENT. THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. LESSOR AND THE LESSEE, RESPECTIVELY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVE, AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT THEY ARE NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS LEASE, THE PLEDGOR SUBJECT MATTER HEREOF OR ANY PROJECT DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY CONSENTS WAIVE THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE AGENT IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVE THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. THE LESSOR AND THE LESSEE HEREBY CONSENT TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THEIR RESPECTIVE ADDRESSES TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN PURSUANT TO THIS SECTION 17, 19 HEREOF. THE LESSOR AND THE LESSEE AGREE THAT THEIR SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE AGENT. FINAL JUDGMENT AGAINST THE LESSOR OR THE LESSEE IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE LESSOR OR THE LESSEE THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE LESSOR OR THE LESSEE OR ANY OF THEIR ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE LESSOR OR LESSEE OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.16 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, THE PARENT BORROWER AND HOLDINGS HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE U.S. SUBSIDIARY BORROWER (AND THE U.S. SUBSIDIARY BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE U.S. SUBSIDIARY BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE PARENT BORROWER AND HOLDINGS AGREE TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. THE INDIVIDUAL GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY AGREEMENT, OR THE SUBJECT MATTER HEREOF BROUGHT BY THE LENDER OR ANY OF ITS SUCCESSORS OR ASSIGNS. THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. INDIVIDUAL GUARANTOR TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, 236 OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT HE IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT HIS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AGREES NOT TO ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY SUCH ACTION, SUIT OR PROCEEDING. THE INDIVIDUAL GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER. FINAL JUDGMENT AGAINST THE INDIVIDUAL GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF THE INDIVIDUAL GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE INDIVIDUAL GUARANTOR OR ANY OF HIS ASSETS IN ANY STATX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX XX OF ANY COUNTRY OR PLACE WHERE THE INDIVIDUAL GUARANTOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.16 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, EACH LOAN PARTY (OTHER THAN THE U.S. BORROWER) PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE U.S. BORROWER (AND THE U.S. BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. IF FOR ANY REASON THE U.S. BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH SUCH LOAN PARTY AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. EACH PARTY HERETO (EACH A "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN CONNECTION WITH NEW YORK COUNTY, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT, THE SUBJECT MATTER HEREOF AND ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF). EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF AND ANY OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY OF SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKSAME SUBJECT MATTER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAW.OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE COLLATERAL MONITORING AGENT AND THE ISSUING BANK MAY AT THEIR OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLAXX XXXXX XXX XXXXXXXXXX XXXXX XX XXXX XXXXXS MAY BE FOUND. 136

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESSPOSTAGE PREPAID, DHL OR SIMILAR COURIER BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE PROCESS AGENT APPOINTED PURSUANT FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THIS SECTION 17, TO RECEIVE SERVICE THE LAYING OF PROCESS VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY ACTIONSUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, SUIT ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR PROCEEDING OTHERWISE) WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR ITSELF OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY PROPERTY, SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS.

Service of Process. PLEDGOR HEREBY WAIVES PERSONAL SERVICE UPON IT ------------------ AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, WITH AN OFFICE ON THE DATE HEREOF AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH PERSON WHICH IRREVOCABLY AGREE IN WRITING TO SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY PLEDGOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO AGENT AT ITS ADDRESS AS PROVIDED IN SECTION 11.7 OF THE FULLEST EXTENT PERMITTED CREDIT AGREEMENT EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12PROCESS. IF ANY AGENT APPOINTED BY PLEDGOR REFUSES TO ACCEPT SERVICE, PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH LOAN PARTY HERETO IRREVOCABLY CONSENTS TO AND UNCONDITIONALLY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK MAY BE MADE UPON C T CORPORATION SYSTEM, PRESENTLY LOCATED AT 100 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, XXXXXX XXXXXX (THE “PROCESS AGENT”) ), AND EACH LOAN PARTY HEREBY CONFIRMS AND AGREES THAT THE PROCESS AGENT HAS BEEN DULY AND IRREVOCABLY APPOINTED AS ITS AGENT AND TRUE AND LAWFUL ATTORNEY-IN-FACT IN CONNECTION WITH ITS NAME, PLACE AND STEAD TO RECEIVE AND FORWARD SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES, AND AGREES THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO SUCH LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR ANY LOAN PARTY TO RECEIVE SERVICE OF PROCESS HEREUNDER, SUCH LOAN PARTY SHALL PROMPTLY APPOINT A SUCCESSOR AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH LOAN PARTY HEREBY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR IN SUCH COURTS BY THE SUBJECT MATTER HEREOF MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS LENDER BY REGISTERED OR CERTIFIED MAIL, FEDERAL EXPRESSPOSTAGE PREPAID, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS AT ITS ADDRESS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWSCHEDULE 11.02.

Service of Process. EACH PARTY HERETO (EACH A "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT), THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AND AGREES WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF ARE COMPULSORY OR OTHERWISE ARISE FROM THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKSAME SUBJECT MATTER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. THE INDIVIDUAL GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY AGREEMENT, OR THE SUBJECT MATTER HEREOF BROUGHT BY THE LENDER OR ANY OF ITS SUCCESSORS OR ASSIGNS. THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. INDIVIDUAL GUARANTOR TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, -5- 202 OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT HE IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT HIS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AGREES NOT TO ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY SUCH ACTION, SUIT OR PROCEEDING. THE INDIVIDUAL GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER. FINAL JUDGMENT AGAINST THE INDIVIDUAL GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF THE INDIVIDUAL GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE INDIVIDUAL GUARANTOR OR ANY OF HIS ASSETS IN ANY STATX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX XX OF ANY COUNTRY OR PLACE WHERE THE INDIVIDUAL GUARANTOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IT SHALL BE PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. ANY ACTION OR PROCEEDING AGAINST ANY PLEDGOR UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING, OR RELATING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWOBLIGATIONS OR ANY PART THEREOF MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12TEXAS. EACH PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”I) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWNONEXCLUSIVE JURISDICTION OF SUCH COURTS, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL AND (II) WAIVES ANY OBJECTION IT MAY NOW OR SIMILAR COURIER HEREAFTER HAVE AS TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE VENUE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. EACH PLEDGOR AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.4 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL OR ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING, OR RELATING TO THE OBLIGATIONS OR ANY PART THEREOF SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO THE AGENT, THE DOCUMENTATION AGENT, THE BANKS, AND THE ISSUING BANKS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF THE AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY PLEDGOR OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY ANY PLEDGOR AGAINST THE AGENT, THE DOCUMENTATION AGENT, THE BANKS, AND THE ISSUING BANKS SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

Service of Process. EACH PARTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1214.1. PLEDGOR HEREBY EACH FOREIGN SUBSIDIARY BORROWER IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHTHE COMPANY, LTD. AS ITS AGENT FOR AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED NATURE REFERRED TO IN SECTION 16.2 IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY. THE COMPANY HEREBY REPRESENTS, WARRANTS AND AGREES CONFIRMS THAT IT WILL AT ALL TIMES THE COMPANY HAS AGREED TO ACCEPT SUCH APPOINTMENT (AND ANY SIMILAR APPOINTMENT BY A GUARANTOR WHICH IS A FOREIGN Exhibit 10.1 SUBSIDIARY). SAID DESIGNATION AND APPOINTMENT SHALL BE IRREVOCABLE BY EACH SUCH FOREIGN SUBSIDIARY BORROWER UNTIL ALL OBLIGATIONS OF THE PLEDGOR LOANS, ALL REIMBURSEMENT OBLIGATIONS, INTEREST THEREON AND ALL OTHER AMOUNTS PAYABLE BY SUCH FOREIGN SUBSIDIARY BORROWER HEREUNDER AND UNDER THE FINANCE OTHER LOAN DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF AND SUCH FOREIGN SUBSIDIARY BORROWER SHALL HAVE BEEN TERMINATED AS A DULY AUTHORIZED AGENT BORROWER HEREUNDER PURSUANT TO RECEIVE SECTION 2.22. EACH FOREIGN SUBSIDIARY BORROWER HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN SECTION 16.2 IN ANY FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY BY SERVICE OF PROCESS UPON THE COMPANY AS PROVIDED IN NEW YORKTHIS SECTION 16.3; PROVIDED THAT, TO THE EXTENT LAWFUL AND POSSIBLE, NOTICE OF SAID SERVICE UPON SUCH AGENT SHALL BE MAILED BY REGISTERED OR CERTIFIED AIR MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE COMPANY AND (IF APPLICABLE TO) SUCH FOREIGN SUBSIDIARY BORROWER AT ITS ADDRESS SET FORTH IN THE ASSUMPTION LETTER TO WHICH IT IS A PARTY OR TO ANY OTHER ADDRESS OF WHICH SUCH FOREIGN SUBSIDIARY BORROWER SHALL HAVE GIVEN WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT (WITH A COPY THEREOF TO THE COMPANY). EACH FOREIGN SUBSIDIARY BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE ALL CLAIM OF PROCESS ERROR BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE REASON OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOODBE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH FOREIGN SUBSIDIARY BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID AND SUFFICIENT PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH FOREIGN SUBSIDIARY BORROWER. TO THE PLEDGOR EXTENT ANY FOREIGN SUBSIDIARY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH FOREIGN SUBSIDIARY BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGOBLIGATIONS UNDER THE LOAN DOCUMENTS. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. BORROWER, FOR ITSELF, ITS SUCCESSORS AND ------------------------- ASSIGNS, HEREBY (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE INDEBTEDNESS BY SERVICE OF PROCESS AS PROVIDED BY TEXAS LAW, (B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE PLEDGOR LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE INDEBTEDNESS BROUGHT IN DISTRICT COURTS OF DALLAS COUNTY, TEXAS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN- RECEIPT REQUESTED, POSTAGE PRE, PAID, TO SUCH BORROWER AT ITS ADDRESS SET FORTH HEREIN, AND (E) IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE AGREES THAT ANY LEGAL PROCEEDING AGAINST LENDER ARISING OUT OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) OR IN CONNECTION WITH ANY SUITTHE LOAN PAPERS OR THE INDEBTEDNESS SHALL BE BROUGHT IN THE DISTRICT COURTS OF DALLAS COUNTY, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTTEXAS, OR IN THE SUBJECT MATTER HEREOF OR ANY UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS TEXAS, DALLAS DIVISION, NOTHING HEREIN SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED EACH BORROWER ACCEPTS FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) ------------------------------------ ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY SUIT, ACTION STATE OR OTHER PROCEEDING ARISING OUT FEDERAL COURT OF THIS AGREEMENT, OR COMPETENT JURISDICTION IN THE SUBJECT MATTER HEREOF OR COMMONWEALTH OF MASSACHUSETTS (AND IN THE EVENT SVB IS FOR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. REASON DENIED ACCESS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWCOURTS OF MASSACHUSETTS, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILTHEN SOLELY IN SUCH CASE, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS CALIFORNIA) IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS AGREEMENT, THE BORROWER NOTES, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IRREVOCABLY AGREES TO BE BOUND BY ANY MATTER AS TO FINAL JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN WHICH IT SUBMITS SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED, SUBJECT TO JURISDICTION EXERCISE AND APPOINTS SUCH AGENT EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS SET FORTH ABOVEA DEFENSE OR OTHERWISE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOODACTION, VALID SUIT OR PROCEEDING ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND SUFFICIENT SERVICE AGREES THAT PROCESS MAY BE SERVED UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IT IN CONNECTION WITH ANY SUCH ACTION ACTION, SUIT OR PROCEEDING. NOTHING PROCEEDING IN THIS AGREEMENT WILL AFFECT THE RIGHT MANNER PROVIDED BY CHAPTER 223A OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWTHE GENERAL LAWS OF MASSACHUSETTS, RULE 4 OF THE MASSACHUSETTS RULES OF CIVIL PROCEDURE OR RULE 4 OF THE FEDERAL RULES OF CIVIL PROCEDURE.

Service of Process. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, WITH AN OFFICE ON THE DATE HEREOF AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY BORROWER WHICH IRREVOCABLY AGREE IN WRITING TO THE FULLEST EXTENT PERMITTED SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO BORROWER AT ITS ADDRESS PROVIDED HEREIN EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12PROCESS. PLEDGOR IF ANY AGENT APPOINTED BY BORROWER REFUSES TO ACCEPT SERVICE, BORROWER HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. EACH OF THE SUBORDINATED CREDITORS AND THE OBLIGOR (A) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATE DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, SUBORDINATION AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (B) HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES ABOVE-NAMED COURTS, THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE PLEDGOR UNDER SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS SUBORDINATION AGREEMENT OR THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OR BY SUCH COURT, AND (C) HEREBY WAIVES IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS (EXCEPT FOR COMPULSORY COUNTERCLAIMS). EACH OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBORDINATED CREDITORS AND THE PLEDGOR OBLIGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. EACH OF THE PROCESS AGENT APPOINTED PURSUANT SUBORDINATED CREDITORS AND THE OBLIGOR AGREES THAT ITS SUBMISSION TO THIS SECTION 17, JURISDICTION AND ITS CONSENT TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE AGENT. FINAL JUDGMENT AGAINST THE SUBORDINATED CREDITORS OR THE OBLIGOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (A) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF THE SUBORDINATED CREDITORS OR THE OBLIGOR THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE SUBORDINATED CREDITORS OR THE OBLIGOR OR ANY OF THEIR RESPECTIVE ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE SUBORDINATED CREDITORS, THE OBLIGOR OR THEIR RESPECTIVE ASSETS MAY BE FOUND. EACH OF THE SUBORDINATED CREDITORS AND THE OBLIGOR FURTHER COVENANTS AND AGREES THAT SO LONG AS THIS SUBORDINATION AGREEMENT SHALL BE IN EFFECT, EACH SHALL MAINTAIN A DULY APPOINTED AGENT FOR THE RECEIPT AND ACCEPTANCE ON ITS BEHALF OF SERVICE OF SUMMONS AND OTHER LEGAL PROCESSES, AND UPON FAILURE TO DO SO THE CLERK OF EACH COURT TO WHOSE JURISDICTION IT HAS SUBMITTED SHALL BE DEEMED TO BE ITS RESPECTIVE DESIGNATED AGENT UPON WHOM SUCH PROCESS MAY BE SERVED ON ITS BEHALF, AND NOTIFICATION BY THE ATTORNEY FOR PLAINTIFF, COMPLAINANT OR PETITIONER THEREIN BY MAIL OR TELEGRAPH TO ANY SUBORDINATED CREDITOR OR THE OBLIGOR OF THE FILING OF EACH SUIT, ACTION OR PROCEEDING SHALL BE DEEMED SUFFICIENT NOTICE THEREOF.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWEXCEPT AS PROVIDED IN THIS SECTION 11(d), THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH FOREIGN OBLIGOR (INCLUDING, WITHOUT LIMITATION, THE BORROWER) HEREBY AGREES THAT PROCESS MAY BE SERVED ON IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PARENT AT ITS ADDRESS PROVIDED FOR NOTICES IN SECTION 11.02 AND HEREBY APPOINTS THE PARENT AS ITS AGENT TO RECEIVE SUCH SERVICE OF PROCESS. ANY AND ALL SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE EFFECTIVE AGAINST SUCH FOREIGN OBLIGOR, IF GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER MEANS OR MAIL WHICH REQUIRES A SIGNED RECEIPT, POSTAGE PREPAID, MAILED AS PROVIDED ABOVE. IN THE EVENT THE PARENT SHALL NOT BE ABLE TO ACCEPT SERVICE OF PROCESS AS AFORESAID AND IF SUCH FOREIGN OBLIGOR SHALL NOT MAINTAIN AN OFFICE IN NEW YORK CITY, THE BORROWER SHALL PROMPTLY APPOINT AND MAINTAIN AN AGENT QUALIFIED TO ACT AS AN AGENT FOR SERVICE OF PROCESS WITH RESPECT TO THE COURTS SPECIFIED IN SECTION 11.14, AND REASONABLY ACCEPTABLE TO THE ADMINISTRATOR, AS SUCH FOREIGN OBLIGOR’S AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON SUCH FOREIGN OBLIGOR’S BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION, SUIT OR PROCEEDING.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 10.11.4 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, EACH OF THE UK BORROWER AND THE DUTCH BORROWER APPOINTS AND EMPOWERS THE US BORROWER (AND THE US BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT) AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE US BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH OF THE UK BORROWER AND THE DUTCH BORROWER AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN PENNSYLVANIA ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWERS AND THE PLEDGOR GUARANTORS HEREBY IRREVOCABLY CONSENTS TO AND UNCONDITIONALLY AGREE THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONS IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK MAY BE MADE UPON COGENCY GLOBAL INC., PRESENTLY LOCATED AT 000 X. 00XX XXXXXX, 18TH FLOOR, NEW YORK, NEW YORK 10168, UNITED STATES (THE “PROCESS AGENT”) ), AND THE BORROWERS AND EACH GUARANTOR HEREBY CONFIRM AND AGREE THAT THE PROCESS AGENT HAS BEEN DULY AND IRREVOCABLY APPOINTED AS THEIR AGENT AND TRUE AND LAWFUL ATTORNEY- IN-FACT IN CONNECTION WITH THEIR NAME, PLACE AND XXXXX TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONS, AND AGREE THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO THE BORROWERS OR THE GUARANTORS, AS THE CASE MAY BE, SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE BORROWERS AND THE GUARANTORS TO RECEIVE SERVICE OF PROCESS HEREUNDER, THE BORROWERS AND THE GUARANTORS SHALL PROMPTLY APPOINT A SUCCESSOR AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT. THE BORROWERS AND THE GUARANTORS HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR IN SUCH COURTS BY THE SUBJECT MATTER HEREOF MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS LENDER BY REGISTERED OR CERTIFIED MAIL, FEDERAL EXPRESSPOSTAGE PREPAID, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS AT ITS ADDRESS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWSCHEDULE 11.02.

Service of Process. BORROWER AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.3 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDERS SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. BORROWER AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORKUPON AND PERSONAL DELIVERY TO BORROWER. SOLELY TO THE FULLEST EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS SHOULD BORROWER, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST BORROWER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPAPERS. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE LENDERS’ RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. EACH SPONSOR AND EACH CREDIT PARTY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN CONNECTION WITH NEW YORK COUNTY, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, PARTICIPATION AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE ADMINISTRATIVE AGENT, A BANK OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN EITHER OF THE PLEDGOR UNDER ABOVE-REFERENCED FORUMS AT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED SOLE OPTION OF THE ADMINISTRATIVE AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKOR SUCH BANK (AS APPLICABLE). EACH SPONSOR AND EACH CREDIT PARTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS PARTICIPATION AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT OR A BANK IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH SPONSOR AND EACH CREDIT PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN PURSUANT TO THIS SECTION 17, 18 HEREOF. EACH SPONSOR AND EACH CREDIT PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND EACH BANK. FINAL JUDGMENT AGAINST A SPONSOR OR A CREDIT PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(A) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS, LIABILITY OR OTHER OBLIGATION OF A SPONSOR OR A CREDIT PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT, THE ADMINISTRATIVE AGENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAWTHE CREDIT DOCUMENTS, ANY BANK MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SPONSOR OR A CREDIT PARTY OR ANY OF THEIR RESPECTIVE ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE SUCH SPONSOR, SUCH CREDIT PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. THE INDIVIDUAL GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY AGREEMENT, OR THE SUBJECT MATTER HEREOF BROUGHT BY THE LENDER OR ANY OF ITS SUCCESSORS OR ASSIGNS. THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. INDIVIDUAL GUARANTOR TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT HE IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT HIS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AGREES NOT TO ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY SUCH ACTION, SUIT OR PROCEEDING. THE INDIVIDUAL GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER. FINAL JUDGMENT AGAINST THE INDIVIDUAL GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF THE INDIVIDUAL GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE INDIVIDUAL GUARANTOR OR ANY OF HIS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLXXX XXXXX XXX XXXXXXXXXX XXXXXXXXX XX XXXX ASSETS MAY BE FOUND.

Service of Process. EACH GUARANTOR (I) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY AGREEMENT, OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (II) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT HE OR IT, AS THE CASE MAY BE, IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES ABOVE-NAMED COURTS, THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS HIS OR ITS, AS THE CASE MAY BE, PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE PLEDGOR UNDER SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY AGREEMENT OR THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN FULL MAINTAIN A DULY AUTHORIZED AGENT OR BY SUCH COURT, AND (III) HEREBY AGREES NOT TO RECEIVE SERVICE OF PROCESS ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN NEW YORKANY SUCH ACTION, SUIT OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE AGENT AND THE LENDERS. FINAL JUDGMENT AGAINST ANY GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF SUCH GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A GUARANTOR OR ANY OF HIS OR ITS, AS THE CASE MAY BE, ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE SUCH GUARANTOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO AND UNCONDITIONALLY (I) AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, PRESENTLY LOCATED AT 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, XXXXXX XXXXXX (THE “PROCESS AGENT”) ), AND EACH LOAN PARTY 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 ANY SUCH LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. FOR THE PURPOSES OF THIS SECTION 11.14(d), EACH LOAN PARTY SHALL GRANT AN IRREVOCABLE SPECIAL POWER OF ATTORNEY FOR LAWSUIT AND COLLECTIONS BEFORE A MEXICAN NOTARY PUBLIC IN CONNECTION WITH FAVOR OF THE PROCESS AGENT. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE ANY LOAN PARTY TO RECEIVE SERVICE OF PROCESS HEREUNDER, SUCH LOAN PARTY SHALL PROMPTLY APPOINT A SUCCESSOR AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH LOAN PARTY HEREBY FURTHER CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR IN SUCH COURTS BY THE SUBJECT MATTER HEREOF MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH IN SCHEDULE 11.2; AND (II) AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS NOTHING HEREIN SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT TO EFFECT SERVICE OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT TO XXX IN ANY OTHER JURISDICTION.

Service of Process. THE BORROWER (THE "SUBMITTING ------------------ PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENTCREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO THE LETTERS OF CREDIT) OR THE SUBJECT MATTER HEREOF BROUGHT BY THE ADMINISTRATIVE AGENT, THE WAIVER AGENT, THE FRONTING BANK OR A LENDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS THEIR SUCCESSORS OR ASSIGNS IN EITHER OF THE PLEDGOR UNDER ABOVE-REFERENCED FORUMS AT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN SOLE OPTION OF THE AGENT OR A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKLENDER. THE SUBMITTING PARTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT, THE PLEDGOR WAIVER AGENT, THE FRONTING BANK OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. THE SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT ITS ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN PURSUANT TO THIS SECTION 17, 11.1 HEREOF. THE SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT, THE FRONTING BANK AND THE LENDERS. FINAL JUDGMENT AGAINST THE SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(A) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE WAIVER -------- ------- AGENT, THE FRONTING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. EACH PARTY HERETO (EACH A "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT), THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER IN STATE COURT TO FEDERAL COURT OR TO REMAND TO STATE COURT ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER IN FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARISE OUT OF THE TRANSACTIONS CONTEMPLATED SUBJECT MATTER HEREOF. EACH CREDIT PARTY HEREBY AND AGREES THAT THE PROCESS BY WHICH ANY SUIT, ACTION OR PROCEEDING IS BEGUN MAY BE SERVED ON IT WILL BY BEING DELIVERED TO LEXIS DOCUMENT SERVICES, INC. AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK41 SXXXX XXXXXX, XXXXX 000, XXXXXX, XXX XXXX, 00000. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR XXCH CREDIT PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO PERSON AND AT THE ADDRESS SET FORTH IN THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING13.13. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS IN ACCORDANCE WITH THE PROVISIONS HEREOF IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STATX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX XX OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN CERTAIN LOAN DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES) AND APPLICABLE LAWS OF THE U.S.; PROVIDED, HOWEVER, THAT THE LAWS (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES) OF THE STATE OF ILLINOIS SHALL GOVERN ISSUES RELATING TO THE MAXIMUM AMOUNT OF INTEREST (OR CONSIDERATION DEEMED TO BE INTEREST) WHICH MAY BE CONTRACTED FOR, CHARGED, RECEIVED, TAKEN, COLLECTED, RESERVED OR APPLIED WITH RESPECT TO THE OBLIGATIONS. F.Y.I. AND EACH OF ITS SUBSIDIARIES HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS OR THE NORTHERN DISTRICT OF ILLINOIS, (2) ANY TEXAS STATE COURT SITTING IN DALLAS COUNTY, TEXAS, (3) ANY ILLINOIS STATE COURT SITTING IN COOK XXXNTY, ILLINOIS FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF F.Y.I. AND EACH OF ITS SUBSIDIARIES HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SET FORTH UNDERNEATH ITS SIGNATURE HERETO. EACH OF F.Y.I. AND EACH OF ITS SUBSIDIARIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY LAYING OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS VENUE OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR SUCH PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE BROUGHT IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID A COURT AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING. NOTHING PROCEEDING BROUGHT IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS SUCH A COURT HAS BEEN BROUGHT IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWAN INCONVENIENT FORUM.

Service of Process. EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS (FOR ITSELF AND ITS PROPERTY) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK COUNTY AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY (AND TO ANY APPELLATE COURT FROM ANY THEREOF), FOR THE “PROCESS AGENT”) IN CONNECTION WITH PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTOF, OR BASED UPON, THIS CREDIT AGREEMENT THE SUBJECT MATTER HEREOF HEREOF, ANY OTHER LOAN DOCUMENT AND THE SUBJECT MATTER THEREOF, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE TRANSACTIONS CONTEMPLATED LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS CLAIMS IN RESPECT OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN SUCH NEW YORK. YORK STATE OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH LOAN PARTY TO THE PLEDGOR EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER THEREOF OR ANY JUDGMENT (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH PARTY HERETO AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER PARTIES HERETO. FINAL JUDGMENT AGAINST ANY LOAN PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE LOAN PARTY THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A LOAN PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE SUCH LOAN PARTY OR SUCH ASSETS MAY BE FOUND. EACH PARTY HERETO HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW10.1 HEREOF.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWERS HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. DESIGNATE AND APPOINT CT CORPORATION SYSTEM AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BORROWERS TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST SUCH BORROWERS WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN TEXAS, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWERS TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS SUCH AGENT AS BORROWERS AT ITS ADDRESS SET FORTH ABOVEIN SECTION 10, IT BEING AGREED THAT BUT THE FAILURE OF SUCH BORROWERS TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWERS SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON FURNISH TO LENDER A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT TIIE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST BORROWERS IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWERS’ AGENT, BORROWERS HEREBY IRREVOCABLY AGREE TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO LENDER TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SI IALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO LENDER THE WRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO LENDER) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 11.17 AND IN ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, EACH OF HOLDINGS, THE BORROWER AND EACH FOREIGN SUBSIDIARY PARTY HERETO HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE CO-BORROWER (AND THE CO-BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS THEIR AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE CO-BORROWER SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH SUCH LOAN PARTY AGREES TO PROMPTLY DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Service of Process. EACH CREDIT PARTY PARTY HERETO (EACH A "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT), THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAGENT, THE PLEDGOR ISSUING BANK OR A LENDER IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN ACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER PARTIES HERETO. FINAL JUDGMENT AGAINST ANY SUBMITTING -97- 106 PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE AGENT, THE ISSUING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STAXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX XX OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. EACH CREDIT PARTY (EACH A ------------------ "SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENTCREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO THE LETTERS OF CREDIT) OR THE SUBJECT MATTER HEREOF BROUGHT BY THE ADMINISTRATIVE AGENT, THE FRONTING BANK OR A LENDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS THEIR SUCCESSORS OR ASSIGNS IN EITHER OF THE PLEDGOR UNDER ABOVE-REFERENCED FORUMS AT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN SOLE OPTION OF THE AGENT OR A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKLENDER. EACH SUBMITTING PARTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. THE SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT ITS ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN PURSUANT TO THIS SECTION 17, 11.1 HEREOF. THE SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT, THE FRONTING BANK AND THE LENDERS. FINAL JUDGMENT AGAINST THE SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(A) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, -------- HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE FRONTING BANK OR A LENDER MAY AT ITS ------- OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWPurchaser hereby irrevocably appoints CT Corporation System (the "Process Agent," which has consented thereto) with offices on the date hereof at 000 0xx Xxxxxx, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 1200xx xxxxx, Xxx Xxxx, Xxx Xxxx, XXX 00000, as Process Agent to receive for and on behalf of the Purchaser service of process in the County of New York relating to this Agreement. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT ACTION OR PROCEEDING AGAINST THE PURCHASER MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER APPLICABLE LAW IN EFFECT IN THE STATE OF NEW YORK, AND THE PROCESS AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND ON BEHALF OF THE PURCHASER AND TO ADMIT SERVICE WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS THERETO. SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE PURCHASER, SUFFICIENT FOR PERSONAL JURISDICTION, AND SHALL BE LEGAL AND BINDING UPON THE PURCHASER FOR ALL PURPOSES, NOTWITHSTANDING ANY FAILURE OF THE PROCESS AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO THE PURCHASER, OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGFAILURE ON THE PART OF THE PURCHASER TO RECEIVE THE SAME. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWThe Purchaser confirms that it has instructed the Process Agent to mail to the Purchaser, upon service of process being made on the Process Agent pursuant to this Section, a copy of the summons and complaint or other legal process served upon it, by registered mail, return receipt requested, at the Purchaser's address set forth in Section 12.02, or to such other address as the Purchaser may notify the Process Agent in writing. The Purchaser agrees that it will maintain a process agent to receive service of process in the County of New York on its behalf with respect to this Agreement for the one-year period following the date hereof. If for any reason the Process Agent or any successor thereto shall no longer serve as such process agent or shall have changed its address without notification thereof to the Seller, the Purchaser, immediately after gaining knowledge thereof, irrevocably shall appoint a substitute process agent acceptable to the Seller in the County of New York and advise the Seller thereof.

Service of Process. EACH CREDIT PARTY PARTY HERETO (EACH A “SUBMITTING PARTY”) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT), THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAGENT, THE PLEDGOR ISSUING BANK OR A LENDER IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN ACTION INSTITUTED IN FEDERAL COURT TO STATE COURT AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER PARTIES HERETO. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED, OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE AGENT, THE ISSUING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. EACH OF THE FUNDS ADMINISTRATOR AND THE OTHER CREDIT PARTIES HEREBY WAIVES PERSONAL SERVICE UPON IT AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS XXXXXX X. XXXXX, WITH AN OFFICE ON THE DATE HEREOF AT C/O METAL MANAGEMENT, INC., 000 XXXXX XXXXXXX XXXXXX, XXXXX 000, XXXXXXX, XXXXXXXX 00000, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH PERSON WHICH IRREVOCABLY AGREE IN WRITING TO SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH PERSON TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE FULLEST EXTENT PERMITTED FUNDS ADMINISTRATOR AT ITS ADDRESS PROVIDED HEREIN EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN PROCESS. IF ANY AGENT APPOINTED BY THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF FUNDS ADMINISTRATOR OR ANY OF THE TRANSACTIONS CONTEMPLATED OTHER CREDIT PARTIES REFUSES TO ACCEPT SERVICE, EACH SUCH PERSON HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE FUNDS ADMINISTRATOR OR ANY OTHER CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. THE COMPANY AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE COMPANY AT THE ADDRESS SET FORTH IN SECTION 6.3 OR AT SUCH OTHER ADDRESS OF WHICH EACH PURCHASER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. THE COMPANY AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE COMPANY IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORK. UPON AND PERSONAL DELIVERY TO THE FULLEST COMPANY. SOLELY TO THE EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, SHOULD THE PLEDGOR HEREBY CONSENTS COMPANY, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, THE COMPANY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPAPERS. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE PURCHASERS’ RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX , XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BROUGHT AGAINST BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID L/C ISSUER AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING110 Table of Contents EFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S OR EACH GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. EACH FOREIGN BORROWING SUBSIDIARY HEREBY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE COMMONWEALTH OF MASSACHUSETTS MAY BE MADE UPON CT CORPORATION SYSTEM (THE "PROCESS AGENT"), PRESENTLY LOCATED AT 2 OLXXXX XXXXXX, BOSTON, MASSACHUSETTS 02109. EACH FOREIGN BORROWING SUBSIDIARY HEREBY IRREVOCABLY APPOINTS THE PROCESS AGENT ITS TRUE AND LAWFUL AGENT IN ITS NAME, PLACE AND STEAD TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES, AND AGREES THAT THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FAILURE OF THE PLEDGOR PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO ANY SUCH FOREIGN BORROWING SUBSIDIARY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. EACH FOREIGN BORROWING SUBSIDIARY HEREBY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTIN SAID COURTS BY THE DELIVERY THEREOF VIA AN INTERNATIONAL PRIVATE COURIER COMPANY, OR DELIVERY COSTS PREPAID, TO EACH FOREIGN BORROWING SUBSIDIARY ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE SUBJECT MATTER HEREOF OR ANY ABILITY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BANK TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH SERVE ANY SUCH ACTION WRITS, PROCESS OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER THE CREDIT PARTIES IN SUCH OTHER JURISDICTION, AND IN SUCH MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW.

Service of Process. BORROWER AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.3 OR AT SUCH OTHER ADDRESS OF WHICH THE LENDERS SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. BORROWER AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTPROCEEDING, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS (ii) SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BE TAKEN AND HELD TO RECEIVE BE VALID PERSONAL SERVICE OF PROCESS IN NEW YORKUPON AND PERSONAL DELIVERY TO BORROWER. SOLELY TO THE FULLEST EXTENT PERMITTED PROVIDED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS SHOULD BORROWER, AFTER BEING SERVED, FAIL TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL APPEAR OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT ANSWER TO ANY MATTER SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST BORROWER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE DEMANDED OR PRAYED FOR IN SUCH MANNER SHALL CONSTITUTE GOODSUMMONS, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR COMPLAINT, PROCESS OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPAPERS. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE LENDER’S RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH DEBTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESSPOSTAGE PREPAID, DHL OR SIMILAR COURIER BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT ITS ADDRESS LISTED UNDER ITS SIGNATURE HERETO. EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE PROCESS AGENT APPOINTED PURSUANT FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THIS SECTION 17, TO RECEIVE SERVICE THE LAYING OF PROCESS VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY ACTIONSUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY DEBTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, SUIT ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR PROCEEDING OTHERWISE) WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR ITSELF OR ITS SUCCESSORS OR ASSIGNS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT WILL AFFECT AND THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWCREDIT DOCUMENTS.

Service of Process. EACH PARTY HERETO (EACH A “SUBMITTING PARTY”) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE LETTERS OF CREDIT), THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT AND THE SUBJECT MATTER THEREOF. EACH SUBMITTING PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, THE OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY OF SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWADMINISTRATIVE AGENT, THE PLEDGOR CO-ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO THIS SECTION 17, 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO 122 SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY HERETO TO SERVE PROCESS THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, THE CO-ADMINISTRATIVE AGENT, THE ISSUING BANK OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. USA Patriot Act Notice. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Borrower in accordance with the USA Patriot Act. No Novation. THIS AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT. [SIGNATURE PAGE TO Amended AND RESTATED CREDIT AGREEMENT]

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPROCEEDING MAY BE MADE BY THE MAILING OF COPIES THEREOF BY EXPRESS OR OVERNIGHT MAIL OR COURIER, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS REFERRED TO IN SECTION 5(a). NOTHING IN THIS AGREEMENT WILL GUARANTY SHALL AFFECT THE ANY RIGHT OF EITHER THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED MANNER. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS AND DESIGNATES SUNPOWER CORPORATION, A DELAWARE CORPORATION, AS ITS AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE GUARANTY; ANY SUCH SERVICE MAY BE EFFECTED BY APPLICABLE LAWDELIVERY TO SUNPOWER CORPORATION AT: TOTAL S.A., C/O SUNPOWER CORPORATION, ATTN: CORPORATE SECRETARY, 70 XXX XXXXXX, XXX JOSE, CALIFORNIA 95134. THE GUARANTOR AGREES THAT ANY FAILURE OF (I) SUNPOWER CORPORATION TO DELIVER TO THE GUARANTOR A COPY OF ANY SUCH PROCESS OR (II) THE GUARANTOR TO RECEIVE ANY SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.

Service of Process. EACH OF THE FUNDS ADMINISTRATOR AND THE OTHER CREDIT PARTIES HEREBY WAIVES PERSONAL SERVICE UPON IT AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS ROBEXX X. XXXRX, XXTH AN OFFICE ON THE DATE HEREOF AT C/O METAL MANAGEMENT, INC., 500 XXXXX XXXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, XXD SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH PERSON WHICH IRREVOCABLY AGREE IN WRITING TO SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH PERSON TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE FULLEST EXTENT PERMITTED FUNDS ADMINISTRATOR AT ITS ADDRESS PROVIDED HEREIN EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN PROCESS. IF ANY AGENT APPOINTED BY THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF FUNDS ADMINISTRATOR OR ANY OF THE TRANSACTIONS CONTEMPLATED OTHER CREDIT PARTIES REFUSES TO ACCEPT SERVICE, EACH SUCH PERSON HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING 87 SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE FUNDS ADMINISTRATOR OR ANY OTHER CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX , XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO BROUGHT AGAINST THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS THE BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF THE BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. THE BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID L/C ISSUER, SWING LINE LENDER, AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS TO BRING PROCEEDINGS AGAINST THE BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS THE BORROWER’S OR EACH GUARANTOR’S AGENT, THE BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND 108 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Service of Process. EACH FOREIGN BORROWING SUBSIDIARY HEREBY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE COMMONWEALTH OF MASSACHUSETTS MAY BE MADE UPON THE BORROWER AT ITS ILLINOIS HEADQUARTERS PRESENTLY LOCATED AT 000 XXXXXXX XXXXX, XXXXXX, XXXXXXXX 00000. EACH FOREIGN BORROWING SUBSIDIARY HEREBY IRREVOCABLY APPOINTS THE BORROWER ITS TRUE AND LAWFUL AGENT IN ITS NAME, PLACE AND STEAD TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES, AND AGREES THAT THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FAILURE OF THE PLEDGOR BORROWER TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO ANY SUCH FOREIGN BORROWING SUBSIDIARY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. EACH FOREIGN BORROWING SUBSIDIARY HEREBY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTIN SAID COURTS BY THE DELIVERY THEREOF VIA AN INTERNATIONAL PRIVATE COURIER COMPANY, OR DELIVERY COSTS PREPAID, TO EACH FOREIGN BORROWING SUBSIDIARY ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE SUBJECT MATTER HEREOF OR ANY ABILITY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT BANK TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH SERVE ANY SUCH ACTION WRITS, PROCESS OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER THE CREDIT PARTIES IN SUCH OTHER JURISDICTION, AND IN SUCH MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW.

Service of Process. EACH OF THE FUNDS ADMINISTRATOR AND THE OTHER CREDIT PARTIES HEREBY WAIVES PERSONAL SERVICE UPON IT AND, AS ADDITIONAL SECURITY FOR THE POST-PETITION OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS ROBEXX X. XXXRX, XXTH AN OFFICE ON THE DATE HEREOF AT C/O METAL MANAGEMENT, INC., 500 XXXXX XXXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, XXD SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH PERSON WHICH IRREVOCABLY AGREE IN WRITING TO SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH PERSON TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE FULLEST EXTENT PERMITTED FUNDS ADMINISTRATOR AT ITS ADDRESS PROVIDED HEREIN EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN PROCESS. IF ANY AGENT APPOINTED BY THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF FUNDS ADMINISTRATOR OR ANY OF THE TRANSACTIONS CONTEMPLATED OTHER CREDIT PARTIES REFUSES TO ACCEPT SERVICE, EACH SUCH PERSON HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE FUNDS ADMINISTRATOR OR ANY OTHER CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY NOTE, OR ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGEMENT IN RESPECT OF ANY BREACH THEREOF, BROUGHT BY ANY BANK OR THE AGENT AGAINST ANY BORROWER OR ANY OF THEIR RESPECTIVE PROPERTY, MAY BE BROUGHT BY SUCH BANK OR THE AGENT IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR ANY CALIFORNIA STATE COURT SITTING IN SAN FRANCISCO, CALIFORNIA AS SUCH BANK OR THE AGENT MAY IN ITS SOLE DISCRETION ELECT, AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IRREVOCABLY SUBMITS TO THE JURISDICTION OF EACH SUCH COURT; AND AGREES THAT PROCESS SERVED EITHER PERSONALLY OR BY REGISTERED MAIL SHALL, TO THE EXTENT PERMITTED BY LAW, CONSTITUTE ADEQUATE SERVICE OF PROCESS IN ANY SUCH SUIT. WITHOUT LIMITING THE FOREGOING, EACH B BORROWER HEREBY APPOINTS, IN THE CASE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN THE COURTS OF OR IN THE STATE OF CALIFORNIA, CT CORPORATION, WITH OFFICES ON THE DATE HEREOF AT 818 XXXX XXXXXXX XXXXXX, XXX XXXXXXX, XXXXXXXXXX 00000, XX RECEIVE FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN THE STATE OF CALIFORNIA WITH RESPECT THERETO, PROVIDED EACH B BORROWER MAY APPOINT ANY OTHER PERSON, REASONABLY ACCEPTABLE TO THE AGENT, E-76 77 WITH OFFICES IN THE STATE OF CALIFORNIA TO REPLACE SUCH AGENT FOR SERVICE OF PROCESS UPON DELIVERY TO THE BANKS AND THE AGENT OF A REASONABLY ACCEPTABLE AGREEMENT OF SUCH NEW AGENT AGREEING SO TO ACT. IN ADDITION, EACH BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE LAYING OF PROCESS VENUE IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY NOTE, BROUGHT IN THE SAID COURTS, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY BANK OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN NEW YORK. ANY MANNER PERMITTED BY APPLICABLE LAW OR TO THE FULLEST EXTENT OBTAIN JURISDICTION OVER ANY BORROWER IN SUCH OTHER JURISDICTION, AND IN SUCH MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE PLEDGOR HEREBY CONSENTS TO SERVICE EXPIRY OF PROCESS BY REGISTERED MAILALL LETTERS OF CREDIT, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO AND THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE PAYMENT IN FULL OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT OBLIGATIONS OF THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWBORROWERS HEREUNDER.

Service of Process. EACH OBLIGOR HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWJURISDICTION OF THE STATE COURTS OF THE STATE OF NEW JERSEY AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY, FOR THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE PURPOSES OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY OF BROUGHT BY THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKLENDER. EACH OBLIGOR TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY. EACH OBLIGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT ITS ADDRESS AS SET FORTH ON THE SIGNATURE PAGE HEREOF. EACH OBLIGOR AGREES THAT THIS SUBMISSION TO THE PROCESS AGENT APPOINTED PURSUANT JURISDICTION AND CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER. FINAL JUDGMENT AGAINST A BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(A) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE OBLIGOR THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST AN OBLIGOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE AN OBLIGOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPROCEEDING MAY BE MADE BY THE MAILING OF COPIES THEREOF BY EXPRESS OR OVERNIGHT MAIL OR COURIER, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS REFERRED TO IN SECTION 5(a). NOTHING IN THIS AGREEMENT WILL GUARANTY SHALL AFFECT THE ANY RIGHT OF EITHER THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED MANNER. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS AND DESIGNATES SUNPOWER CORPORATION, A DELAWARE CORPORATION, AS ITS AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE GUARANTY; ANY SUCH SERVICE MAY BE EFFECTED BY APPLICABLE LAWDELIVERY TO SUNPOWER CORPORATION AT: TOTAL S.A., C/O SUNPOWER CORPORATION, ATTN: CORPORATE SECRETARY, 00 XXX XXXXXX, SAN JOSE, CALIFORNIA 95134. THE GUARANTOR AGREES THAT ANY FAILURE OF (I) SUNPOWER CORPORATION TO DELIVER TO THE GUARANTOR A COPY OF ANY SUCH PROCESS OR (II) THE GUARANTOR TO RECEIVE ANY SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.

Service of Process. THE INDIVIDUAL GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY AGREEMENT, OR THE SUBJECT MATTER HEREOF BROUGHT BY THE LENDER OR ANY OF ITS SUCCESSORS OR ASSIGNS. THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. INDIVIDUAL GUARANTOR TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, 218 OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT HE IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT HIS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY AGREES NOT TO ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY SUCH ACTION, SUIT OR PROCEEDING. THE INDIVIDUAL GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER. FINAL JUDGMENT AGAINST THE INDIVIDUAL GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF THE INDIVIDUAL GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE INDIVIDUAL GUARANTOR OR ANY OF HIS ASSETS IN ANY STATX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX XX OF ANY COUNTRY OR PLACE WHERE THE INDIVIDUAL GUARANTOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 126.2 OF THE PURCHASE AGREEMENT. PLEDGOR EACH FOREIGN OBLIGOR (IF ANY) HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCHTHE SELLER, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT AND CONSENTS TO THE SERVICE OF PROCESS IN NEW YORK. OUT OF ANY SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH AGENT AT SUCH ADDRESS, AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO : (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS UPON IT IN ANY ACTIONSUCH SUIT, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING; AND (II) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. IF ANY AGENT APPOINTED BY ANY PERSON PARTY HERETO REFUSES TO ACCEPT SERVICE, SUCH PERSON HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL UPON RECEIPT CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS AGREEMENT WILL HEREIN CONTAINED SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ANY OTHER PERSON PARTY HERETO TO BRING PROCEEDINGS AGAINST SUCH PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

Service of Process. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF BROUGHT BY THE ADMINISTRATIVE AGENT OR A LENDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS THEIR SUCCESSORS OR ASSIGNS IN EITHER OF THE PLEDGOR UNDER ABOVE-REFERENCED FORUMS AT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN SOLE OPTION OF THE ADMINISTRATIVE AGENT OR A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKLENDER. THE BORROWER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE PLEDGOR SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY THE ADMINISTRATIVE AGENT OR A LENDER IN STATE COURT TO FEDERAL COURT, AND (C) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT MATTER. THE BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT ITS ADDRESS TO THE PROCESS AGENT APPOINTED WHICH NOTICES ARE TO BE GIVEN PURSUANT TO THIS SECTION 17, 11.1 HEREOF. THE BORROWER AGREES THAT ITS SUBMISSION TO RECEIVE JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS. FINAL JUDGMENT AGAINST THE BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY MATTER AS TO WHICH IT SUBMITS TO OTHER JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE(X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE BORROWER THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWPROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE BORROWER OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE THE BORROWER OR SUCH ASSETS MAY BE FOUND.

Service of Process. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE JURISDICTION OF PROCESS ANY SUCH COURT IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: CT Corporation System 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENTIN ANY FEDERAL OR STATE COURT IN NEW YORK, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY NEW YORK, AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. ARTICLE 18 - USURY AND PROVISIONS SUBJECT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Service of Process. EACH OF THE SUBORDINATED CREDITORS AND THE OBLIGOR (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS NEW YORK IN NEW YORK (COUNTY AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS SUBORDINATION AGREEMENT, THE SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER HEREOF THEREOF BROUGHT BY THE ADMINISTRATIVE AGENT, A LENDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY THEIR RESPECTIVE SUCCESSORS OR ASSIGNS AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. (B) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE PLEDGOR JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS SUBORDINATION AGREEMENT, THE SUBJECT MATTER HEREOF, ANY FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVES IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS (EXCEPT FOR COMPULSORY COUNTERCLAIMS). EACH OF THE SUBORDINATED CREDITORS AND THE OBLIGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT HERETO. EACH OF THE PROCESS AGENT APPOINTED PURSUANT SUBORDINATED CREDITORS AND THE OBLIGOR AGREES THAT ITS SUBMISSION TO THIS SECTION 17, JURISDICTION AND ITS CONSENT TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS. FINAL JUDGMENT AGAINST ANY SUBORDINATED CREDITOR OR THE OBLIGOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF SUCH SUBORDINATED CREDITOR OR THE OBLIGOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT AND/OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST A SUBORDINATED CREDITOR OR THE OBLIGOR OR ANY OF THEIR RESPECTIVE ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE SUCH SUBORDINATED CREDITOR, THE OBLIGOR OR THEIR RESPECTIVE ASSETS MAY BE FOUND.

Service of Process. TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FULLEST EXTENT PERMITTED BY LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWLAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS TEXAS, AND IT SHALL BE PERFORMABLE FOR ALL PURPOSES IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12DALLAS COUNTY, TEXAS. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) ANY ACTION OR PROCEEDING AGAINST ANY DEBTOR UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUITOTHER INSTRUMENT OR AGREEMENT SECURING, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENTEVIDENCING, OR RELATING TO THE SUBJECT MATTER HEREOF OBLIGATIONS OR ANY OF THE TRANSACTIONS CONTEMPLATED PART THEREOF MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. EACH DEBTOR HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. IRREVOCABLY (I) SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWNONEXCLUSIVE JURISDICTION OF SUCH COURTS, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL AND (II) WAIVES ANY OBJECTION IT MAY NOW OR SIMILAR COURIER HEREAFTER HAVE AS TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE VENUE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGPROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. EACH DEBTOR AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.4 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL OR ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING, OR RELATING TO THE OBLIGATIONS OR ANY PART THEREOF SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO THE AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF THE AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY DEBTOR OR WITH RESPECT TO ANY OF THE COLLATERAL IN ANY STATE OR FEDERAL COURT IN ANY OTHER JURISDICTION. ANY ACTION OR PROCEEDING BY ANY DEBTOR AGAINST THE AGENT SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

Service of Process. GUARANTOR (I) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NON-EXCLUSIVE JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENTGUARANTY, OR THE SUBJECT MATTER HEREOF BROUGHT BY AGENT, PURCHASER OR ANY OF THE TRANSACTIONS CONTEMPLATED THEIR RESPECTIVE SUCCESSORS OR ASSIGNS AND (II) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE PLEDGOR UNDER ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID SUIT, ACTION OR PROCEEDING IS BROUGHT IN FULL MAINTAIN A DULY AUTHORIZED AGENT AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (III) HEREBY AGREES NOT TO RECEIVE SERVICE OF PROCESS ASSERT ANY OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) IN NEW YORKANY SUCH ACTION, SUIT OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAILCERTIFIED MAIL AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES OF THIS GUARANTY, FEDERAL EXPRESS, DHL OR SIMILAR COURIER AND AGREES THAT THE SUBMISSION TO JURISDICTION AND THE PROCESS AGENT APPOINTED PURSUANT CONSENT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF AGENT AND PURCHASER. FINAL JUDGMENT AGAINST GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION SHALL BE CONCLUSIVE, AND APPOINTS SUCH AGENT AS SET FORTH ABOVEMAY BE ENFORCED IN OTHER JURISDICTIONS (X) BY SUIT, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT PROCEEDING ON THE RIGHT JUDGMENT, A CERTIFIED OR TRUE COPY OF EITHER PARTY HERETO TO SERVE PROCESS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF GUARANTOR THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT AGENT OR PURCHASER MAY AT ITS OPTION BRING SUIT OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST GUARANTOR OR ANY OF ITS ASSETS IN ANY XXXXX XX XXXXXXX XXXXX XX XXX XXXXXX XXXXXX OR OF ANY COUNTRY OR PLACE WHERE GUARANTOR OR SUCH ASSETS MAY BE FOUND.

Service of Process. THE PLEDGOR (A) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION ACTION, OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (B) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION, OR PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION, OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION, OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVES IN ANY SUCH SUIT, ACTION, OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS WHICH ARE UNRELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKHEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. THE PROCESS AGENT APPOINTED PURSUANT PLEDGOR AGREES THAT ITS SUBMISSION TO THIS SECTION 17, JURISDICTION AND ITS CONSENT TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDERS. FINAL JUDGMENT AGAINST THE PLEDGOR IN ANY SUCH SUIT, ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN OTHER JURISDICTIONS (A) BY SUIT, ACTION, OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON INDEBTEDNESS OR LIABILITY OF THE PLEDGOR THEREIN DESCRIBED OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS (B) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE PLEDGOR OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE PLEDGOR OR SUCH ASSETS MAY BE FOUND. THE PLEDGOR FURTHER COVENANTS AND AGREES THAT SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT, IT SHALL MAINTAIN A DULY APPOINTED AGENT FOR THE RECEIPT AND ACCEPTANCE ON ITS BEHALF OF SERVICE OF SUMMONS AND OTHER LEGAL PROCESSES, AND UPON FAILURE TO DO SO THE CLERK OF EACH COURT TO WHOSE JURISDICTION IT HAS SUBMITTED SHALL BE DEEMED TO BE ITS RESPECTIVE DESIGNATED AGENT UPON WHOM SUCH PROCESS MAY BE SERVED ON ITS BEHALF, AND NOTIFICATION BY THE ATTORNEY FOR THE PLAINTIFF, COMPLAINANT OR PETITIONER THEREIN BY MAIL.

Service of Process. TO IN FURTHERANCE OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFOREGOING, THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS NATIONAL CORPORATE RESEARCHCT CORPORATION SYSTEM, LTD. 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, AS ITS AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BORROWER AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT EACH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL BROUGHT AGAINST BORROWER OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING SUCH GUARANTOR WITH RESPECT TO ANY MATTER AS SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER AND EACH GUARANTOR TO WHICH IT SUBMITS BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO BE SENT BY REGISTERED MAIL TO JURISDICTION AND APPOINTS BORROWER OR SUCH AGENT AS GUARANTOR AT ITS ADDRESS SET FORTH ABOVEBELOW, IT BEING AGREED THAT BUT THE FAILURE OF BORROWER OR SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE IN OF SUCH MANNER PROCESS AS AFORESAID. BORROWER AND EACH GUARANTOR SHALL CONSTITUTE GOODFURNISH TO ADMINISTRATIVE AGENT, VALID L/C ISSUERS AND SUFFICIENT SERVICE UPON LENDERS A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER PRIOR TO THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEFFECTIVE DATE OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS TO BRING PROCEEDINGS AGAINST BORROWER OR EACH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER’S OR EACH GUARANTOR’S AGENT, BORROWER AND SUCH GUARANTOR HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND (B) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.

Service of Process. THE PLEDGOR (A) HEREBY IRREVOCABLY SUBMITS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JURISDICTION OF THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE STATE COURTS OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS AGENT FOR SERVICE STATE OF PROCESS IN NEW YORK (AND TO THE “PROCESS AGENT”) IN CONNECTION WITH JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION ACTION, OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (B) HEREXX XXXXXX, XXD AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION, OR PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION, OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION, OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVES IN ANY SUCH SUIT, ACTION, OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS WHICH ARE UNRELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORKHEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. THE PROCESS AGENT APPOINTED PURSUANT PLEDGOR AGREES THAT ITS SUBMISSION TO THIS SECTION 17, JURISDICTION AND ITS CONSENT TO RECEIVE SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDERS. FINAL JUDGMENT AGAINST THE PLEDGOR IN ANY SUCH SUIT, ACTION, SUIT OR PROCEEDING WITH RESPECT TO SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN OTHER JURISDICTIONS (A) BY SUIT, ACTION, OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON INDEBTEDNESS OR LIABILITY OF THE PLEDGOR THEREIN DESCRIBED OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF EITHER PARTY HERETO TO SERVE PROCESS (B) IN ANY OTHER MANNER PERMITTED PROVIDED BY APPLICABLE LAWOR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE PLEDGOR OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE PLEDGOR OR SUCH ASSETS MAY BE FOUND. THE PLEDGOR FURTHER COVENANTS AND AGREES THAT SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT, IT SHALL MAINTAIN A DULY APPOINTED AGENT FOR THE RECEIPT AND ACCEPTANCE ON ITS BEHALF OF SERVICE OF SUMMONS AND OTHER LEGAL PROCESSES, AND UPON FAILURE TO DO SO THE CLERK OF EACH COURT TO WHOSE JURISDICTION IT HAS SUBMITTED SHALL BE DEEMED TO BE ITS RESPECTIVE DESIGNATED AGENT UPON WHOM SUCH PROCESS MAY BE SERVED ON ITS BEHALF, AND NOTIFICATION BY THE ATTORNEY FOR THE PLAINTIFF, COMPLAINANT OR PETITIONER THEREIN BY MAIL.

Service of Process. EACH OF BORROWER AND THE OTHER CREDIT PARTIES ------------------ HEREBY WAIVES PERSONAL SERVICE UPON IT AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, WITH AN OFFICE ON THE DATE HEREOF AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH PERSON WHICH IRREVOCABLY AGREE IN WRITING TO THE FULLEST EXTENT PERMITTED SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY SUCH PERSON TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO BORROWER AT ITS ADDRESS PROVIDED HEREIN EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE PLEDGOR IRREVOCABLY CONSENTS TO VALIDITY OF SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12PROCESS. PLEDGOR HEREBY IRREVOCABLY APPOINTS NATIONAL CORPORATE RESEARCH, LTD. AS ITS IF ANY AGENT FOR SERVICE OF PROCESS IN NEW YORK (THE “PROCESS AGENT”) IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF APPOINTED BY BORROWER OR ANY OF THE TRANSACTIONS CONTEMPLATED OTHER CREDIT PARTIES REFUSES TO ACCEPT SERVICE, EACH SUCH PERSON HEREBY AND AGREES THAT SERVICE UPON IT WILL AT ALL TIMES UNTIL ALL OBLIGATIONS OF THE PLEDGOR UNDER THE FINANCE DOCUMENTS BY MAIL SHALL HAVE BEEN PAID IN FULL MAINTAIN A DULY AUTHORIZED AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGOR HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS, DHL OR SIMILAR COURIER TO THE PROCESS AGENT APPOINTED PURSUANT TO THIS SECTION 17, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER AS TO WHICH IT SUBMITS TO JURISDICTION CONSTITUTE SUFFICIENT NOTICE AND APPOINTS SUCH AGENT AS SET FORTH ABOVE, IT BEING AGREED THAT EFFECTIVE AND BINDING SERVICE IN SUCH MANNER SHALL CONSTITUTE GOOD, VALID AND SUFFICIENT SERVICE UPON THE PLEDGOR OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDINGEVERY RESPECT. NOTHING IN THIS AGREEMENT WILL HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWLAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER OR ANY OTHER CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.