Common use of Consent to Jurisdiction, Etc Clause in Contracts

Consent to Jurisdiction, Etc. (a) Each of the Pledgors hereby irrevocably and unconditionally submits, for itself and its Property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgment, and each of the Pledgors hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Pledgors agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto in any New York State or federal court. Each of the Pledgors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors hereby irrevocably and unconditionally submits, for itself and its Property, The parties consent to the nonexclusive exclusive jurisdiction of any New York State court or federal court of in the United States District Court for the Southern District of America sitting in New York City, Florida (and any appellate courts from which appeals from judgments of that court are heard) as to any dispute or claim as to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the parties consent to exclusive jurisdiction in the state courts located in Miami-Dade County, Florida (and any courts from any thereof, in any action or proceeding arising out which appeals from judgments of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgment, and each of the Pledgors hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal courtare heard). Each of the Pledgors parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York Florida State or federal courtFederal court in accordance with the provisions of Section 9.11(a). Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive jurisdiction exclusive jurisdictions of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. Each Party hereby irrevocably consents and agrees (a) Each that any Legal Dispute will be brought solely and exclusively in the Court of Chancery of the Pledgors hereby irrevocably State of Delaware and unconditionally submits, each Party submits for itself and its Propertyproperty with respect to any such Legal Dispute to the exclusive jurisdiction of such court, (b) not to bring or permit any of its Affiliates or Representatives to bring or support anyone else in bringing any such Legal Dispute in any other court, (c) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 11.1 will be effective service of process against it for any such Legal Dispute brought in any such court, (d) to waive and hereby irrevocably waives, to the nonexclusive jurisdiction fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of any New York State court or federal court of the United States of America sitting in New York Cityvenue of, and any appellate court from any thereofthe defense of an inconvenient forum to the maintenance of, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgment, and each of the Pledgors hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined Legal Dispute in any such New York State court orcourt, to the extent permitted by law, in such federal court. Each of the Pledgors agrees (e) that a final judgment in any such action or proceeding shall Legal Dispute will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw and (f) to waive irrevocably and hereby waives any right to a trial by jury in any such Legal Dispute to the same extent such rights are waived pursuant to Section 11.7. Nothing Notwithstanding anything to the contrary in this Agreement shall affect Agreement, each Party agrees that it will not bring or support any right that proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Administrative Agent may otherwise have to bring Commitment Parties in any action or proceeding way relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors hereby irrevocably and unconditionally consent to the service of process of Transactions, including any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding dispute arising out of or relating to this Agreement or any documents related thereto in any way to the Financing, the Commitment Letters or the performance thereof, in any forum other than the United States District Court for the Southern District of New York, or, if such court does not have jurisdiction, the Supreme Court of the State of New York State or federal court. Each located in New York County (and of the Pledgors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtappropriate appellate courts therefrom).

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereby irrevocably and unconditionally agrees that all claims any claim in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this 144 Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Agreement, the Additional Transfer Agreements or any document related thereto, the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment, judgment relating thereto; and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction.Amended and Restated 43 Stock Purchase Agreement (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Additional Transfer Agreements or any documents related thereto the transactions contemplated hereby or thereby in any New York State or federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors Parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York, New York State court County or federal court of the United States District Court for the Southern District of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated by this Agreement or any document related thereto, the other Transaction Documents or for recognition or enforcement of any judgmentjudgment relating to the transactions contemplated by this Agreement or the other Transaction Documents, and each of the Pledgors Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors Parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated by this Agreement in any New York State or federal Federal court. Each of the Pledgors Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Parties agree that any or all of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained agreement between the Parties irrevocably to waive any objections to venue or to convenience of forum. (c) Each of the Parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 11.4. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors The Company hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Note or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors Company hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors The Company hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Note or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors The Company hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) The Company irrevocably consents to service of process out of the aforementioned courts in any action or proceeding arising under this Note, by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to the Company's address as set forth in Section 6. Nothing in this Note will affect the right of the holder of this Note to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any court of New York State court State, sitting in the County of New York or federal any Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 11.4. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive non-exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto acknowledges that mediation and arbitration under the provisions of Section 10.1 is intended to be the exclusive method for resolution of disputes arising under this Agreement, and agrees that neither party to this Agreement shall commence any action or proceeding in any court with respect to such dispute, except (i) to enforce Section 10.1; (ii) to obtain provisional judicial assistance in aid of arbitration under Section 10.1; or (iii) to enforce an arbitral award made under Section 10.1. The provisions of Section 10.6(b) through 10.6(d) below and of Section 10.7 shall be interpreted in a manner consistent with the parties' acknowledgment and agreement set forth in the preceding sentence. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgmentthe transactions contemplated hereby, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in any manner permitted by law at such party's address as set forth in Section 8.1.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 11.5. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (ai) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the County of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Non-Competition Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (bii) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Non-Competition Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal courtcourt sitting in the County of New York. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (iii) Each party to this Non-Competition Agreement irrevocably consents to service of process in the manner provided for notices in Section 4(i). Nothing in this Non-Competition Agreement will affect the right of any party to this Non-Competition Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York Delaware State court or federal Federal court of the United States of America sitting in New York CityDelaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York Delaware State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York Delaware State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal court of the United States State of America Delaware, sitting in New York CityCastle County, or the United State District Court for the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State Delaware state court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York Delaware State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in the Borough of Manhattan in The City of New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.10. Nothing in this

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Agreement, the Ancillary Agreements or any document related thereto, the transactions contemplated hereby or thereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the Ancillary Agreements or the transactions contemplated hereby or thereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related theretoof the other Transaction Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto hereby agrees that service of process in any such action or proceeding may be effected by mailing a summons and complaint to it at its address specified in SECTION 12.02 by registered mail, return receipt requested, or in any other manner permitted by applicable law. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent any party may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto of the other Transaction Documents in the courts of any other jurisdiction. (b) Each of the Pledgors hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto of the other Transaction Documents to which it is a party in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any court of New York State court sitting in the County of New York or federal any Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by lawLaw, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdictionLaw. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.4. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State state court or federal court of the United States of America sitting in New York City, and any appellate court from any decision or order thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereunder or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State state court or, to the extent permitted by law, in such federal court. Each of the Pledgors parties agrees that a final judgment in any such action or proceeding shall will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereunder in any New York State state or federal court. Each of the Pledgors parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each Subject to Section 10.11 above, each of the Pledgors Parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated by this Agreement or for recognition or enforcement of any judgmentjudgment relating to this Agreement, and each of the Pledgors Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors Parties agrees that a final judgment in any such action or proceeding shall will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors Parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated by this Agreement in any New York State or federal courtFederal court sitting in New York City. Each of the Pledgors Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York Delaware State court or federal Federal court of the United States of America sitting in New York Citythe City of Wilmington, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York Delaware State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York such Delaware State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for in Section 11.5. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court sitting in the County of New York or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Merger Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Merger Agreement or any documents related thereto the transactions contemplated hereby in any such New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Merger Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.7. Nothing in this Merger Agreement will affect the right of any party to this Merger Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors Parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any court of the State of New York State court or federal any Federal court of the United States of America sitting in the State of New York City, and any appellate court from any thereof, in any action or proceeding arising out of of, or relating to to, this Agreement or any document related thereto, Transaction or for recognition or enforcement of any judgmentjudgment relating to the Transaction, and each of the Pledgors Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of New York State court or, to the extent permitted by law, in such federal Federal court. Each Subject to rights of appeal, each of the Pledgors Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors Parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated by this Agreement in any court of the State of New York or any Federal court of the United States of America sitting in the State or federal courtof New York. Each of the Pledgors Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the Parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.4. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court of Delaware or federal any Federal court of the United States of America sitting in New York CityDelaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State Delaware state court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State Delaware or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.4. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal court the Court of Chancery of the United States State of America sitting in New York City, and any appellate court from any thereofDelaware, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York the Court of Chancery of the State or federal courtof Delaware. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.4. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding Action arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Action may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding Action arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding Action in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York CityYork, New York, and any appellate court from of any court thereof, in any action or proceeding arising out of or relating to this Agreement or any document related theretothe transactions contemplated hereby, or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by lawApplicable Law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdictionApplicable Law. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent to which it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal courtFederal court located in New York, New York. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by lawApplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction, Etc. Each of the parties hereto irrevocably and unconditionally (a) Each of the Pledgors hereby irrevocably and unconditionally submitsagrees that all suits, for itself and its Property, to the nonexclusive jurisdiction of any New York State court actions or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding other legal proceedings arising out of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgment, and each of the Pledgors transactions contemplated hereby irrevocably (a "Suit") may be brought and unconditionally agrees that all claims adjudicated in respect the United States District Court in the State of New York, or, if such courts will not accept jurisdiction, in any court of competent civil jurisdiction sitting in the State of New York, (b) submits to the non-exclusive jurisdiction of any such action court for the purpose of any such Suit and (c) waives and agrees not to assert by way of motion, as a defense or proceeding may be heard and determined otherwise in any such New York State court orSuit, any claims that it is not subject to the extent permitted by lawjurisdiction of the above courts, that such Suit is brought in an inconvenient forum or that the venue of such federal courtSuit is improper. Each of the Pledgors agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors hereby parties hereto also irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor hereby irrevocably consents to the service of any process, summons, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14.7 hereof and all process agrees that any such form of service shall be effective in connection with any such Suit; provided that nothing contained herein shall affect the right of any party to serve process, pleadings, notices or other papers in any such action or proceeding other manner permitted by the mailing of copies of such process to such Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto in any New York State or federal courtapplicable Law. Each of the Pledgors hereby irrevocably waivesparties hereto also agrees that any final and unappealable judgment against a party hereto in any Suit shall be conclusive and binding on such party and that such judgment may be enforced in any other jurisdiction, to either within or outside of the fullest extent permitted United States, by lawsuit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the defense of an inconvenient forum to the maintenance fact and amount of such action or proceeding in any such courtjudgment.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims or causes of action (whether in contract, tort or otherwise) in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Pledgors parties hereto agrees that a final final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in this Section. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court sitting in the County of New York or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Merger Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Merger Agreement or any documents related thereto the transactions contemplated hereby in any such New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Merger Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.6. Nothing in this Merger Agreement will affect the right of any party to this Merger Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any court of the State of New York State court or federal any Federal court of the United States of America sitting in the Southern District of New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Transaction or any document related thereto, other transaction contemplated by this Agreement or for recognition or enforcement of any judgmentjudgment relating to the Transaction any other transaction contemplated by this Agreement, and each of the Pledgors parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of New York State court or, to the extent permitted by lawLaw, in such federal Federal court. Each of the Pledgors parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the Transaction in any New York State or federal courtFederal court sitting in the Southern District of New York. Each of the Pledgors parties hereby irrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction, Etc. (a) Each Subject to Section 9.13 above, each of the Pledgors parties hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York Delaware State court or federal Federal court of the United States of America sitting in New York CityDelaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated by this Agreement or for recognition or enforcement of any judgmentjudgment relating to this Agreement, and each of the Pledgors parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York Delaware State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties agrees that a final judgment in any such action or proceeding shall will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated by this Agreement in any New York Delaware State or federal courtFederal court sitting in Delaware. Each of the Pledgors parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. Each of the parties hereto ----------------------------- irrevocably and unconditionally (a) Each of the Pledgors hereby irrevocably and unconditionally submitsagrees that all suits, for itself and its Property, to the nonexclusive jurisdiction of any New York State court actions or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding other legal proceedings arising out of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgment, and each of the Pledgors transactions contemplated hereby irrevocably (a "Suit") shall be brought and unconditionally agrees that all claims adjudicated solely in respect the ---- United States District Court in the State of New York, or, if such courts will not accept jurisdiction, in any court of competent civil jurisdiction sitting in the State of New York, (b) submits to the exclusive jurisdiction of any such action court for the purpose of any such Suit and (c) waives and agrees not to assert by way of motion, as a defense or proceeding may be heard and determined otherwise in any such New York State court orSuit, any claims that it is not subject to the extent permitted by lawjurisdiction of the above courts, that such Suit is brought in an inconvenient forum or that the venue of such federal courtSuit is improper. Each of the Pledgors agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors hereby parties hereto also irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor hereby irrevocably consents to the service of any process, summons, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14.7 hereof and all process agrees that any such form of service shall be effective in connection with any such Suit; provided that nothing contained -------- herein shall affect the right of any party to serve process, pleadings, notices or other papers in any such action or proceeding other manner permitted by the mailing of copies of such process to such Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto in any New York State or federal courtapplicable Law. Each of the Pledgors hereby irrevocably waivesparties hereto also agrees that any final and unappealable judgment against a party hereto in any Suit shall be conclusive and binding on such party and that such judgment may be enforced in any other jurisdiction, to either within or outside of the fullest extent permitted United States, by lawsuit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the defense of an inconvenient forum to the maintenance fact and amount of such action or proceeding in any such courtjudgment.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State Connecticut court or federal court of the United States of America sitting in New York CityHartford, and any appellate court from any thereof, in any action or proceeding Proceeding arising out of or relating to this Agreement or any document related thereto, the Ancillary Agreements or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgmentjudgment 159 167 relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Proceeding may be heard and determined in any such New York State Connecticut court or, to the extent permitted by law, in such federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdictionLaw. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding Proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State Connecticut or federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors hereby irrevocably and unconditionally submits, for itself and its Property, The parties consent to the nonexclusive exclusive jurisdiction of any New York State court or federal court of in the United States District Court for the Southern District of America sitting in New York City, (and any appellate courts from which appeals from judgments of that court from are heard) as to any thereofdispute or claim as to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the parties consent to exclusive jurisdiction in any action or proceeding arising out of or relating to this Agreement or any document related thereto, or for recognition or enforcement of any judgment, and each the Supreme Court of the Pledgors hereby irrevocably and unconditionally agrees that all claims in respect State of any such action or proceeding may be heard and determined in any such New York, New York State County (and any courts from which appeals from judgments of that court or, to the extent permitted by law, in such federal courtare heard). Each of the Pledgors parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any New York State or federal courtFederal court in accordance with the provisions of Section 10.12(a). Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the United States District Court for the Southern District of New York, this being in addition to any other remedy to which such party is entitled at law or in equity.

Consent to Jurisdiction, Etc. (a) Each of the Pledgors parties hereto hereby irrevocably and unconditionally submits, for itself and its Propertyproperty, to the nonexclusive exclusive jurisdiction of any New York State court sitting in the County of New York or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any document related thereto, the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the Pledgors parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Pledgors parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement or any document related thereto in the courts of any jurisdiction. (b) Each of the Pledgors parties hereto hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts in any such action or proceeding. Each Pledgor 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 Pledgor, or to the Parent on behalf of such Pledgor, at its address specified in Section 11 hereof. (c) Each of the Pledgors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any documents related thereto the transactions contemplated hereby in any such New York State or federal Federal court. Each of the Pledgors parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.